Who decides. Under the Companies Act 2012 an auditor appointed at an AGM holds office until the end of the next AGM, and a retiring auditor is deemed re-appointed unless the members resolve otherwise. A resolution appointing another firm, or providing that the retiring auditor shall not be re-appointed, is an ordinary resolution passed by the members in general meeting; the directors cannot make the change by themselves, even though Dr Mukasa's 62% holding means he can carry the vote.
Notice. Special notice is needed: Dr Mukasa must give the company notice of his intention to move the resolution at least 28 days before the meeting. The company must then send a copy of the notice to the retiring auditor straight away.
Putting its case. The firm may make written representations of reasonable length and ask the company to notify the members of them. The company must say in its notice of the resolution that representations have been made and send a copy to every member to whom notice of the meeting is sent. If they are not sent, because they arrived too late or through the company's default, the firm may require them to be read out at the meeting, unless the court is satisfied the right is being abused to obtain needless publicity for defamatory matter.
Attendance. The firm is entitled to receive notice of the meeting, to attend and to be heard on any business that concerns it as auditor.
Professional clearance. When the proposed successor writes for professional clearance, the firm should reply openly, explaining the disagreement over the dialysis impairment, so the successor can decide whether to accept.
📋 Objective: 2.3 (Resignation, removal and rotation of auditors)