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Board Resolution Appointment Of Auditor Template for Netherlands

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Key Requirements PROMPT example:

Board Resolution Appointment Of Auditor

"I need a Board Resolution Appointment Of Auditor for our Dutch private limited company (BV) to appoint KPMG as our new external auditor starting January 2025, replacing our current auditor PwC, with specific mention of the audit committee's recommendation."

Document background
The Board Resolution Appointment Of Auditor is a crucial corporate governance document used in the Netherlands when a company needs to formally appoint or reappoint its external auditor. This document is required under Dutch law, particularly for companies subject to statutory audit requirements. It's typically prepared following the recommendation of the Audit Committee (if applicable) and may require subsequent shareholder ratification. The resolution must comply with the Dutch Civil Code, Dutch Audit Firms Supervision Act, and for listed companies, the Dutch Corporate Governance Code. It includes essential details such as the auditor's credentials, independence confirmation, scope of services, and appointment duration. This document is particularly important for demonstrating proper corporate governance and compliance with regulatory requirements regarding auditor appointments.
Suggested Sections

1. Header Information: Company name, registration details, date and location of the board meeting

2. Attendance and Quorum: List of board members present, confirmation of valid quorum per articles of association

3. Background: Brief context about the need for auditor appointment, previous auditor if applicable, and legal basis for the appointment

4. Considerations: Key factors considered in the selection process, including auditor's qualifications and independence

5. Resolution: Formal appointment decision, including auditor's details and appointment period

6. Terms of Appointment: Key terms including scope of audit, duration of appointment, and basic remuneration principles

7. Authorization: Empowerment of specific individuals to execute necessary documents and communicate with the auditor

8. Closing: Signature block for board members and secretary

Optional Sections

1. Regulatory Notifications: Section addressing requirements to notify regulatory bodies - include for public interest entities

2. Previous Auditor Discharge: Include when there is a change of auditor requiring formal discharge of previous appointee

3. Audit Committee Recommendation: Include for companies with an audit committee, documenting their recommendation

4. Shareholder Ratification: Include if appointment requires subsequent shareholder approval at general meeting

5. Conflict Checks: Include specific section on independence and conflict checks for regulated entities

Suggested Schedules

1. Appendix A - Auditor Credentials: Documentation of auditor's qualifications and registration with relevant authorities

2. Appendix B - Scope of Services: Detailed description of audit services to be provided

3. Appendix C - Fee Structure: Overview of agreed fee arrangement and payment terms

4. Appendix D - Independence Declaration: Auditor's declaration of independence and compliance with relevant regulations

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
























Clauses



















Relevant Industries

Financial Services

Manufacturing

Technology

Retail

Healthcare

Energy

Transportation

Real Estate

Professional Services

Telecommunications

Consumer Goods

Industrial

Media and Entertainment

Agriculture

Construction

Relevant Teams

Legal

Finance

Compliance

Corporate Governance

Board Secretariat

Risk Management

Internal Audit

Corporate Affairs

Regulatory Affairs

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

Corporate Counsel

Legal Director

Board Member

Non-Executive Director

Audit Committee Chair

Compliance Officer

Financial Controller

Head of Finance

Corporate Governance Officer

Risk Management Director

General Counsel

Board Secretary

Industries






Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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