Section 401: Appointment of auditors.

(1) Every company shall at each annual general meeting appoint an auditor or auditors to audit the financial statements of the company, and to hold office from the conclusion of that, until the conclusion of the next, annual
general meeting.
(2) At any annual general meeting a retiring auditor, however appointed, shall be re-appointed without any resolution being passed unless—
(a) he is not qualified for re-appointment;
(b) a resolution has been passed at that meeting appointing some other person instead of him or providing expressly that he shall not be
re-appointed; or
(c) he has given the company notice in writing of his unwillingness to be re- appointed:
Provided that where notice is given of an intended resolution to appoint some person or persons in place of a retiring auditor, and by reason of the death, incapacity or disqualification of that person or of all those persons, as the case may be, the resolution cannot be proceeded with, the retiring auditor shall not be automatically re-appointed by virtue of this subsection.
(3) Where at an annual general meeting, no auditors are appointed or reappointed, the directors may appoint a person to fill the vacancy.
(4) The company shall, within one week of the power of the directors under subsection (3) becoming exercisable, give notice of that fact to the Commission; and if a company fails to give notice as required by this subsection, the company and every officer of the company shall be liable to a penalty as the Commission shall specify in its regulations.
(5) Subject to paragraphs (a) and (b), the first auditors of a company may be appointed by the directors at any time before the company is entitled to commence business and auditors so appointed hold office until the conclusion of the next annual general meeting, provided that—
(a) the company may at a general meeting remove any such auditors and appoint in their place any other person who has been nominated for appointment by any member of the company and of whose nomination notice has been given to the members of the company at least 14 days before the date of the meeting; and
(b) if the directors fail to exercise their powers under this subsection, the company may, in a general meeting convened for that purpose, appoint the first auditors and thereupon the said powers of the directors ceases.
(6) The directors may fill any casual vacancy in the office of auditor but while any such vacancy continues, the surviving or continuing auditor or auditors, if any, may act.