The Board Resolution Appointment Of Auditor is a crucial corporate governance document required under Canadian law when appointing or reappointing an external auditor. This document is typically needed annually for corporations requiring audited financial statements, or when changing auditors mid-term. It must comply with the Canada Business Corporations Act (CBCA) and applicable provincial legislation, as well as securities regulations for public companies. The resolution includes essential details such as the audit firm's identification, appointment term, remuneration framework, and proper corporate authorizations. For public companies, it often incorporates the Audit Committee's recommendation and confirms the auditor's independence. The document serves as official evidence of proper corporate governance and is often required by regulatory bodies, stock exchanges, and stakeholders.
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1. Header: Corporate letterhead and identification of the document as a Board Resolution
2. Meeting Details: Date, time, location of the board meeting, and method of meeting (in-person/virtual)
3. Attendance and Quorum: List of directors present and confirmation that quorum requirements are met
4. Notice Confirmation: Confirmation that proper notice of the meeting was given or waived
5. Recitals: Background information explaining the need for appointing an auditor
6. Resolution: Formal resolution text appointing the auditor, including firm name, term of appointment, and remuneration authority
7. Authorization: Authority granted to officers to execute necessary documents and take required actions
8. Certification: Secretary's certification that the resolution was duly passed
9. Signature Block: Space for required signatures (typically Chairman and Secretary)
1. Previous Auditor Resignation: Required when there is a change in auditors, documenting the resignation or removal of the previous auditor
2. Audit Committee Recommendation: For public companies, documenting the audit committee's recommendation of the auditor
3. Independence Declaration: Statement confirming the appointed auditor's independence, particularly important for public companies
4. Fee Structure: Detailed breakdown of audit fees and additional services, if determined at the time of appointment
5. Special Requirements: Any specific requirements or restrictions placed on the auditor's engagement
1. Appendix A - Auditor Qualifications: Details of the appointed audit firm's qualifications and professional registrations
2. Appendix B - Scope of Services: Detailed outline of the audit services to be provided
3. Appendix C - Fee Schedule: Detailed breakdown of fees if not included in main resolution
4. Appendix D - Previous Auditor Correspondence: If applicable, correspondence regarding the change of auditors
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