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■ Certifying in the AFS of the company that the company has lodged all returns
required of a public company in terms of the Act
■ Ensuring that the company’s AFS are distributed to every person who is entitled
thereto
■ Filing information returns in terms of the annual transparency and accountability report.
Section 90: Appointment of Auditor
A public and state-owned company or a company that is required only in terms of
its Memorandum of Incorporation to have its annual financial statements audited
as contemplated in sections 34(2) and 84(1)(c)(ii) must appoint an auditor at a
shareholders meeting at which the requirement first applies to the company, and
thereafter annually at the shareholders meeting (previously the requirement was that
such an auditor was required to be appointed at the annual general meeting).
The auditor must be a registered auditor and must be acceptable to the company’s audit
committee as being independent of the company.
The auditor must not be:
■ A director, prescribed officer, or employee or consultant of the company
■ Anyone who was or has been engaged for more than one year in the maintenance
of any of the company’s financial records or the preparation of any of its financial
statements
■ A director, officer or employee of a person appointed as company secretary or of the
person performing the secretarial work for the company
■ A person who is disqualified in terms of Section 69(8) to serve as a director of any
particular company
■ A person who, alone or with a partner or employees, habitually or regularly performs
the duties of accountant or bookkeeper of the company, and related secretarial
services, or is related to any such person
■ A person who at any time during the two consecutive financial years immediately
preceding the date of appointment was a person contemplated above (before the
Amendment Act, this period was 5 years).

Section 92: Rotation of Auditor
The same individual may not serve as the auditor or designated auditor for more than
five consecutive financial years.
If an individual has served as auditor or designated auditor for two or more consecutive
financial years and then ceases to be the auditor or designated auditor, that individual
may not be appointed again until after the expiry of at least two further financial years.
If a company has appointed 2 or more persons as joint auditors, the company must

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