Auditing commission is an organ of juridical person, realizing control over financially-economical activities of the company.
In joint-stock companies formation of auditing commission is compulsory. Auditing commission is formed by the decision of founding the company and is re-elected at every annual general meeting of stockholders. If on any reasons an auditing company was not re-elected at the annual general meeting of stockholders, its authority term is considered to be over and extraordinary meeting must be held for electing the new legitimate organ.
Auditing commissions members’ (revisers) authorities can be stopped ahead of time by the decision of extraordinary general meeting of stockholders. By the same decision an auditing commission in a new complement must be formed.
Auditing commission of the company members cannot be simultaneously the members of the Council of Directors (observation council) of the company and also hold the other post in the organs of management the company.
Auditing commission competences:
- conducting financially-economical activities checking on the results of the year and also any time according to the decision of stockholders’ general meeting, council of directors of the company or on demand of a stockholder of the company, having not less than 10% of voting shares of the company, and making conclusion on the results of checking;
- confirmation reliability of facts, included into the annual report of the company, annual accountability;
- the right on demanding presentation financially-economical activities documents from the persons, holding posts in the organs of management the company;
- the right on demanding holding an extraordinary general meeting of stockholders;
- the right on demanding holding the council of directors members’ of the company meeting;
- resolving another problems, pointed by the regulations of the company.
The order of the auditing commission of the company activities is determined by the Auditing Commission Regulations, confirmed by stockholders’ general meeting.
Formation of auditing commission is necessary for the company with limited responsibility. Auditing commission is formed by the decision of founding the company. The term for auditing commission work and the number of its members are determined by the regulations of the company.
Functions of auditing commission can be realized by auditor if it is provided by the regulations of the company. Such an auditor cannot be connected with the company, council of directors members, individual or joint executive organ and participants of the company with property interests.
Auditing commission of the company has a right to hold checking financially-economical activities of the company and having approach to the whole documentation concerning activities of the company at any time. On the demand of auditing commission members of the council of directors of the company, a person, providing functions of individual executive organ of the company, members of joint executive organ of the company and also the staff of the company are obliged to give all the necessary explanations orally or in written form.
Auditing commission in a compulsory order holds the checking of annual reports and accounting balances of the company before their confirmation by the general meeting of the participants of the company. General meeting of the participants of the company is not in a right to confirm annual reports and accounting balances of the company without conclusion of auditing commission (reviser) of the company.
It is necessary to pay attention to the fact that on a founding of a company with limited responsibility the founders take the standard resolutions of the company as a basis, where the compulsory formation of auditing commission by the company can be registered. If such a regulation exists in the regulations of the company but auditing commission was not formed, general meeting of the participants is not in a right to confirm annual reports and accounting balances of the company.