Irish Collective Asset-management Vehicles Act 2015

Statement of circumstances

136. (1) This section applies where a notice of resignation of an auditor is accompanied by a statement of circumstances which he or she considers ought to be brought to the attention of the shareholders or creditors of the ICAV.

(2) An auditor may deposit with the notice, referred to in subsection (1), a signed requisition that a general meeting of the ICAV be convened forthwith for the purpose of receiving and considering such explanation of the circumstances connected with his or her resignation as he or she may wish to place before the meeting.

(3) The ICAV shall, not later than 21 days after the date of the deposit of a requisition, referred to in subsection (2), proceed to convene a meeting for a day not later than 28 days after the date on which the notice convening the meeting is given.

(4) An auditor may request the ICAV to circulate a statement in writing (not exceeding a reasonable length) of the circumstances connected with the resignation to each of the shareholders of the ICAV whose name appears on the register of shareholders—

(a) before the general meeting convened pursuant to the requisition, or

(b) before any general meeting at which the auditor’s term of office would otherwise have expired or at which it is proposed to fill the vacancy caused by the resignation.

(5) The ICAV (unless the statement is received by it too late for it to do so) shall—

(a) in any notice or advertisement of the meeting given or made to shareholders of the ICAV, state that the statement has been made, and

(b) send a copy of the statement to every shareholder of the ICAV to whom notice of the meeting is, or has been, sent.

(6) Where a copy of the statement, referred to in subsection (5), is not sent out or provided as required because it was received too late or because of the ICAV’s default the auditor may (without prejudice to the right to be heard orally) require that the statement be read out at the meeting.

(7) Copies of a statement, referred to in subsection (5), need not be sent out or provided and the statement need not be read out at the meeting where, on the application of the ICAV or any other person claiming to be aggrieved, the High Court is satisfied that the rights conferred by this section are being abused by any person to secure needless publicity for defamatory matter and the High Court may order the costs of the ICAV on such an application to be paid in whole or in part by the auditor, even if the auditor is not a party to the application.