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17 1989

BUILDING SOCIETIES ACT, 1989

PART VII

Accounts and Audit

Accounting records, systems of business control and keeping of title deeds.

76. —(1) A building society shall—

(a) cause proper accounting records to be kept on a continuous and consistent basis, and

(b) establish and maintain systems of control of its business and records and systems of inspection and report thereon,

in accordance with this section.

(2) The accounting records of a society shall be such as to—

(a) correctly record and explain the transactions of the society;

(b) disclose, with reasonable accuracy and promptness, the financial position of the society at any time;

(c) enable the directors properly to discharge the duties imposed on them by or under this Act and their functions of direction of the affairs of the society;

(d) enable the society properly to discharge the duties imposed on it by or under this Act; and

(e) enable the accounts of the society to be readily and properly audited.

(3) Without prejudice to the generality of subsection (1) or (2), accounting records kept pursuant to this section shall contain—

(a) entries from day to day of all sums of money received and expended by the society and the matters in respect of which the receipt and expenditure take place;

(b) a record of the assets and liabilities of the society and entries from day to day of every transaction entered into by the society which will or may give rise to liabilities or assets of the society; and

(c) in respect of the provision of services, a record of the services provided and of all the invoices relating thereto.

(4) For the purposes of subsection (1) proper accounting records shall be deemed to be kept if they comply with subsections (2) and (3), and give a true and fair view of the state of affairs of the society and explain its transactions.

(5) The systems of control which are to be established and maintained by a society pursuant to subsection (1) are systems for the control of the conduct of its business as required by or under this Act and in accordance with the decisions of the board of directors and for the control of the accounting and other records of its business and no such systems shall be treated as established or maintained unless there is kept available to the board a detailed statement in writing of the systems as in operation for the time being.

(6) The systems of inspection and report which are to be established and maintained by a society pursuant to subsection (1) are systems of inspection on behalf of, and report to, the board of directors on the operation of the systems of control of the society's business and records as required by subsection (5).

(7) Without prejudice to the generality of subsection (1), the systems of control and of inspection and report must be such as to secure that the society's business is so conducted and its records so kept that—

(a) the information necessary to enable the directors and the society to discharge their duties and functions is sufficiently accurate, and is available with sufficient regularity or at need and with sufficient promptness for these purposes; and

(b) the information obtained by or furnished to the Central Bank is sufficiently accurate for the purposes for which it is obtained and is available as required by the Bank.

(8) The accounting records of a society shall be kept at the chief office of the society or at such other place as the directors think fit and shall at all reasonable times be open to inspection by the directors.

(9) Every record required to be kept under this section shall be preserved by the society for a period of not less than 6 years after the latest date to which it relates.

(10) Where a society has subsidiaries, the society shall also secure that such accounting records are kept and such systems of control and of inspection and report are established and maintained by the society and the subsidiaries as will enable the society to comply with the requirements of this section in relation to the business of the society and those subsidiaries.

(11) Every society shall establish and maintain a system to ensure the safe custody of all documents of title belonging to the society and of deeds relating to property mortgaged to the society.

(12) (a) A society which contravenes this section or a director of a society or a chief executive who fails to take all reasonable steps to secure compliance by the society with this section or has, in the case of a director or chief executive, by his own wilful act been the cause of any default by the society thereunder, shall, in respect of each such failure or act, be guilty of an offence.

(b) In any proceedings under this subsection against a person for an offence of failing to take all reasonable steps to comply with this section it shall be a defence to prove that he had reasonable grounds for believing and did believe that a competent and reliable person was charged with the duty of ensuring such compliance and was in a position to discharge that duty.

Annual accounts.

77. —(1) The directors of a building society shall prepare in respect of each financial year of the society—

(a) an income and expenditure account giving a true and fair view of its income and expenditure for that year,

(b) a balance sheet giving a true and fair view of the state of its affairs as at the end of that year, and

(c) a statement of the source and application of funds giving a true and fair view of the manner in which its business has been financed and in which its financial resources have been used during that year,

and each of these shall be in such form and shall contain such particulars as the Central Bank may direct.

(2) Subject to subsection (5), if, at the end of its financial year, a society has subsidiaries, the directors shall also prepare, with respect to that year, group accounts dealing respectively with the income and expenditure, the state of the affairs and the source and application of the funds, of the society and the subsidiaries.

(3) The directors of a society which has subsidiaries shall secure that, in so far as it is practicable, the financial year of each of its subsidiaries coincides with the society's own financial year.

(4) Where the directors prepare a statement of the source and application of funds of the society and its subsidiaries under subsection (2), they need not also prepare such a statement as to the society's funds under subsection (1).

(5) The Central Bank may, as it thinks proper, on application by a society—

(a) grant a dispensation from the requirement—

(i) to prepare group accounts,

(ii) to deal with all subsidiaries in group accounts, and

(b) permit group accounts to be prepared in other than consolidated form.

(6) Unless the Central Bank otherwise allows, the income and expenditure account, the balance sheet and the statement of the source and application of funds of a society for any financial year shall, where applicable, include corresponding particulars for the preceding financial year.

(7) The annual accounts shall also contain, whether in the form of notes or otherwise, such supplementary information as is required by or under this Act.

(8) The Central Bank may, by regulations, make further provision with respect to the annual accounts of a society and, without prejudice to the generality of this subsection, the regulations may—

(a) add to the documents to be comprised in a society's accounts to be prepared for each financial year under subsection (1) or (2),

(b) make provision as to the matters to be included in any document comprised in a society's accounts,

(c) prescribe accounting principles and rules for the preparation of annual accounts, and

(d) require the annual accounts of societies to deal also with bodies associated with them to a prescribed extent.

(9) (a) Where a director or a chief executive of a society fails to take all reasonable steps to secure compliance with this section he shall be guilty of an offence.

(b) In any proceedings against a person in respect of an offence under this section, it shall be a defence to prove that he had reasonable grounds for believing and did believe that a competent and reliable person was charged with the duty of seeing that this section was complied with and was in a position to discharge that duty.

(10) The accounts prepared with respect to a society's financial year under this section, whether as individual accounts or group accounts, together with the notes to them, are referred to in this Act as “the annual accounts”.

Directors' report.

78. —(1) The directors of a building society shall prepare in respect of each financial year of the society a report on the society's business containing—

(a) a fair review of the development of its business during the financial year and of its position at the end of it, and

(b) such information relating to such aspects of the business, including its future development, of the society and any subsidiaries or other bodies associated with it as the Central Bank may specify.

(2) The directors' report shall be signed by 2 directors (other than the chief executive) on behalf of the board of directors of the society.

(3) Where the society has subsidiaries or other associated bodies the report shall, in addition to containing any information required in relation to them under subsection (1) (b), review the development of the business of the society and its subsidiaries and other associated bodies during the financial year and their position at the end of it.

(4) (a) Where a director of the society fails to take all reasonable steps to comply with the requirements of this section he shall be guilty of an offence.

(b) In any proceedings against a person in respect of an offence under this section, it shall be a defence to prove that he had reasonable grounds for believing and did believe that a competent and reliable person was charged with the duty of seeing that this section was complied with and was in a position to discharge that duty.

Summary financial statement.

79. —(1) The directors of a building society shall prepare in respect of each financial year a summary financial statement for that year derived from the annual accounts and the directors' report giving a fair and accurate summary account of the society's financial development during that year and financial position at the end of the year.

(2) The summary financial statement shall be signed by 2 directors (other than the chief executive) on behalf of the board of directors and by the chief executive of the society.

(3) Where the society has subsidiaries or other associated bodies the statement shall (so far as they are dealt with in the group accounts) give an account of the financial development and position of the society and its subsidiaries and other associated bodies.

(4) The Central Bank may specify the form and content of the summary financial statement.

(5) Every summary financial statement shall include a statement of the auditors' opinion as to its consistency with the annual accounts of the society and the directors' report and its conformity with the requirements of this section and the Central Bank.

(6) A copy of the summary financial statement and, where it includes a qualification, a copy of the auditors' report under section 88 shall, not later than 21 days before the date of the annual general meeting at which the annual accounts and directors' report are to be considered be sent by the society to every member who is entitled to notice of the meeting and to the Central Bank, which shall keep a copy of the statement in the public file of the society.

(7) Every summary financial statement shall also include statements to the effect that—

(a) it is only a summary of information in the annual accounts and directors' report,

(b) in so far as it summarises the information in the annual accounts, those accounts have been audited, and

(c) copies of the annual accounts, auditors' report and directors' report will be available to members and depositors at every office of the society after a specified date on payment of such fee, if any, as the Central Bank may fix.

Display of statement.

80. —A building society shall display and at all times keep displayed in a conspicuous place in every office, branch or other place of business of the society a statement, in such form as the Central Bank may direct, in relation to the business carried on by the society.

Signing of balance sheet.

81. —(1) Every balance sheet of a building society shall be signed on behalf of the board of directors by 2 of the directors (other than the chief executive) and by the chief executive of the society.

(2) There shall be annexed to every balance sheet of a society the income and expenditure account, the statement of the source and application of funds and the group accounts, if any, and the auditors' report and the directors' report shall be attached thereto, and any account and statement so annexed shall be approved by the board of directors before the balance sheet is signed on their behalf and the date of their approval of these documents shall be endorsed on the balance sheet.

(3) A society which, and any person who, issues, circulates or publishes a balance sheet that has not been signed as required by subsection (1) or does not have annexed to it or attached to it the documents required by subsection (2) shall be guilty of an offence and so shall every person who was a director at the time of default.

Documents to be laid before annual general meeting.

82. —(1) The directors of a society shall lay before the society at the annual general meeting the annual accounts in respect of the last financial year.

(2) The directors of a society shall send a copy of the annual accounts for the last financial year to the Central Bank not later than 21 days before the date of the annual general meeting and the Bank shall keep a copy of those documents in the public file of the society.

(3) Every society shall, as from the date by which at the latest its directors are required to send them to the Central Bank, make copies of the annual accounts available to members of and depositors with the society at every office of the society during office hours and shall send copies of those documents within 7 days to any member or depositor who demands them on payment of such fee as may be fixed by the Bank.

(4) The Central Bank may, if it thinks fit, require a society to send free of charge within a specified time a copy of any document referred to in this section to every member of the society.

(5) In this section any reference to the annual accounts includes a reference to the documents annexed or attached to them under section 81 .

(6) If default is made in complying with subsection (1), (2) or (3) every person who was a director at the time of the default shall be guilty of an offence.

Appointment and removal of auditors.

83. —(1) A building society shall, at each annual general meeting, appoint an auditor or auditors to hold office from the conclusion of that meeting until the conclusion of the next annual general meeting.

(2) Notwithstanding any agreement between the society and an auditor, and without prejudice to any rights of the auditor in relation to his removal under this Act, a society may by resolution at a general meeting remove an auditor before his term of office expires and may appoint in his place any other person who has been duly nominated for appointment, who is qualified under this Act to be an auditor of a society and of whose nomination due notice has been given to its members and the Central Bank.

(3) The first auditors of a society may be appointed by the directors at any time before the first annual general meeting.

(4) Where the directors fail to exercise their powers under subsection (3), these powers may be exercised by the society in general meeting and thereupon the said powers of the directors shall cease.

(5) Where, at an annual general meeting, no auditor is appointed, the Central Bank may appoint a person to fill the vacancy and the remuneration and expenses of auditors so appointed may be fixed by the Bank.

(6) A society shall—

(a) within one week of the Central Bank's power under subsection (5) becoming exercisable, give the Bank notice of that fact, and

(b) where a resolution removing an auditor is passed, give notice of that fact to the Central Bank in such form as may be required by the Bank within 14 days of the meeting at which the resolution removing the auditor was passed.

(7) The directors of a society or the society in general meeting may fill any casual vacancy in the office of auditor but, while any such vacancy continues, the surviving or continuing auditor or auditors, if any, may act.

(8) The appointment of a firm by the name of the firm to be the auditor of a society shall be deemed to be an appointment of those persons who from time to time during the period of the appointment are the partners in that firm as from time to time constituted and are qualified to be auditors of the society.

(9) Where the Central Bank is of the opinion that it would not be in the interests of a society or in the interest of shareholders in or depositors with the society, it may direct, as the circumstances require, the society not to appoint or re-appoint to the office of auditor, or the directors not to fill a casual vacancy in that office with, a named person and the direction shall be complied with.

(10) An auditor of a society who decides not to make himself available for re-appointment to the office of auditor shall serve notice of his decision on the society at least 35 days before the annual general meeting at which his term of office is to expire.

(11) Where notice is given by an auditor under subsection (10) the provisions of subsections (2) to (5) of section 85 shall apply with necessary modifications.

Resolutions relating to appointment and removal of auditors.

84. —(1) Subject to subsection (2), a resolution at a general meeting of a building society—

(a) appointing as auditor a person other than a retiring auditor,

(b) providing that a retiring auditor shall not be reappointed,

(c) removing an auditor before the expiration of his term of office,

(d) filling a casual vacancy in the office of auditor, or

(e) re-appointing as auditor a retiring auditor who was appointed by the directors to fill a casual vacancy,

shall not be effective unless notice of the intention to move it has been given to the society and to the Central Bank not less than 28 days before the meeting at which it is to be moved.

(2) Where, after notice of the intention to move such a resolution has been given to the society, a general meeting of the society is called for a date less than 28 days after the notice has been given, the notice, although not given within the time required by subsection (1) shall be deemed to have been properly given for the purpose of that subsection.

(3) A society shall give its members notice of any such intended resolution at the same time and in the same manner as it gives notice of the meeting or, if that is not practicable, it shall give them notice, the period of which has been approved by the Central Bank, of the intended resolution by advertisement in a daily newspaper published in the State and circulating in the area in which the society's chief office is situated.

(4) A notice under subsection (3) shall not be given within 7 days of the date of the receipt of the intended resolution.

(5) On receipt of notice of such an intended resolution as is mentioned in subsection (1), the society shall forthwith—

(a) if the resolution is a resolution mentioned in paragraph (a) or (b) of the subsection, send a copy thereof to the retiring auditor;

(b) if the resolution is a resolution mentioned in paragraph (c) of the subsection, send a copy thereof to the auditor proposed to be removed;

(c) if the resolution is resolution mentioned in paragraph (d) of the subsection, send a copy thereof to the person (if any) whose ceasing to hold the office of auditor of the society occasioned the casual vacancy;

(d) if the resolution is a resolution mentioned in paragraph (e) of the subsection, send a copy thereof to the person so ceasing to hold office.

(6) Where notice is given of such an intended resolution as is mentioned in paragraphs (a), (b) and (c) of subsection (1) and the retiring auditor or the auditor proposed to be removed, as the case may be, makes in relation to it representations in writing to the society (not exceeding a reasonable length) and requests their notification to the members of the society, the society shall, subject to subsection (7), (unless the representations are received by it too late for it to do so)—

(a) in any notice of the intended resolution given to members of the society, state the fact of the representations having been made, and

(b) send a copy of the representations to every member to whom notice of the meeting is or has been sent,

and if a copy of the representations is not sent as aforesaid because it was received too late or because of the society's default, the auditor may (without prejudice to his right to be heard orally) require that his representations shall be read out at the meeting.

(7) Subsection (6) shall not apply if, on the application either of the society or of any other person who claims to be aggrieved, the Central Bank is satisfied that compliance with it would diminish substantially public confidence in the society or that the rights conferred by it are being, or are likely to be, abused in order to secure needless publicity for defamatory matter.

(8) An auditor of a society who has been removed shall be entitled to attend—

(a) the annual general meeting of the society at which, but for his removal, his term of office as auditor of the society would have expired, and

(b) the general meeting of the society at which it is proposed to fill the vacancy occasioned by his removal, and

to receive all notices of, and other communications relating to, any such meeting which a member of the society entitled to notice of the meeting is entitled to receive, and to be heard at any such meeting on any part of the business of the meeting which concerns him as former auditor of the society.

Resignation of auditors.

85. —(1) An auditor of a building society may by a notice in writing, that complies with subsection (3), served on the society and stating his intention to do so, resign from the office of auditor to the society, and the resignation shall take effect on the date on which the notice is so served or on such later date as may be specified in the notice.

(2) A copy of a notice under subsection (1) shall be sent by the auditor to the Central Bank at the same time as it is served on the society.

(3) A notice under subsection (1) shall contain either—

(a) a statement to the effect that there are no circumstances connected with the resignation to which it relates that the auditor concerned considers should be brought to the notice of the members of, depositors with or creditors of the society, or

(b) a statement of any such circumstances.

(4) Subject to subsection (5), where a notice under subsection (1) is served on a society, the society shall, not later than 14 days after the date of such service, and if the notice contains a statement referred to in subsection (3) (b), send a copy of the notice to every person who is entitled to notice of a general meeting of the society.

(5) Copies of a notice served on a society under subsection (1) need not be sent to the persons specified in subsection (4) if, on the application of the society concerned or any other person who claims to be aggrieved, the Central Bank is satisfied that the sending of the notice would be likely to diminish substantially public confidence in the society or that the rights conferred by this section are being abused to secure needless publicity for defamatory matter.

Requisitioning of general meeting of society by resigning auditor.

86. —(1) A notice served on a building society under section 85 by a resigning auditor, which contains a statement in accordance with subsection (3) (b) of that section, may also requisition the convening by the directors of the society of a general meeting of the society for the purpose of receiving and considering such account and explanation of the circumstances connected with his resignation from the office of auditor to the society as the auditor may wish to give to the meeting.

(2) Where an auditor makes a requisition under subsection (1) the directors of the society shall, within 14 days of the service on the society of the said notice, proceed duly to convene a general meeting of the society for a day not more than 28 days after such service.

(3) Subject to subsection (4), where—

(a) a notice served on a society under section 85 contains a statement in accordance with subsection (3) (b) of that section, and

(b) the auditor concerned requests the society to circulate to its members—

(i) before the general meeting at which, apart from the notice, his term of office would expire, or

(ii) before any general meeting at which it is proposed to fill the vacancy caused by his resignation or convened pursuant to a requisition under subsection (1),

a further statement in writing prepared by the auditor of the circumstances connected with the resignation that the auditor considers should be brought to the notice of members,

the society shall in any notice of the meeting given to members of the society state the fact of the statement having been made, and send a copy of the statement to every person who is entitled to notice of a general meeting of the society.

(4) Subsection (2) need not be complied with by the society concerned if, on the application either of the society or any other person who claims to be aggrieved, the Central Bank is satisfied that the sending of the statement would be likely to diminish substantially public confidence in the society or that the rights conferred by this section are being abused to secure needless publicity for defamatory matter.

(5) An auditor of a society who has resigned from the office of auditor shall be permitted by the society to attend any such meeting as is mentioned in subsection (3) (b) and the society shall send him all notices of, and other communications relating to, any such meeting that a member of the society entitled to notice of the meeting is entitled to receive and to be heard at any such meeting which he attends on any part of the business of the meeting which concerns him as a former auditor of the society.

Qualifications for appointment as auditor.

87. —(1) A person shall not be qualified for appointment as auditor of a building society unless he is a member of a body of accountants membership of which is recognised by the Minister for Industry and Commerce under the Companies Acts as qualifying a person to be an auditor of a company, or is otherwise for the time being authorised by the said Minister under the said Acts to be appointed auditor of a company.

(2) None of the following persons shall be qualified for appointment as an auditor of a society—

(a) an officer or employee of the society,

(b) a person who is a partner of, or in the employment of, or who employs, an officer or employee of the society,

(c) a body corporate,

(d) a person who has been an officer or employee of the society within a period in respect of which accounts would fall to be audited by him if he were appointed auditor of the society,

(e) a parent, spouse, brother, sister or child of an officer of the society, or

(f) a person who is disqualified under the Companies Acts for appointment as an auditor of a subsidiary or other associated body of the society.

(3) A person shall not act as auditor of a society at a time when he is disqualified under this Act or under the Companies Acts for appointment to that office and, if an auditor of a society becomes so disqualified during his term of office as such auditor, he shall thereupon vacate his office and give notice in writing to the society concerned and to the Central Bank that he has vacated his office by reason of such disqualification.

Auditors' report, right of access to books and to attend general meeting.

88. —(1) The auditors of a building society shall make a report to the members on the accounts examined by them, and on the annual accounts and the directors' report which are to be laid before the society at the annual general meeting during their tenure of office.

(2) The auditors' report shall be read at the annual general meeting of the society and shall be open to inspection by any member of the society.

(3) The auditors' report shall state whether—

(a) they have obtained all the information and explanations which, to the best of their knowledge and belief, were necessary for the purposes of their audit;

(b) they are of the opinion that proper accounting records have been kept by the society;

(c) they are of the opinion that proper returns adequate for their audit have been received from branches and agents of the society not visited by them;

(d) the society's annual accounts are in agreement with the accounting records and the said returns;

(e) they are of the opinion that the society's annual accounts have been properly prepared so as to conform to the requirements of or under this Act and give a true and fair view—

(i) in the case of the balance sheet, of the state of the society's affairs as at the end of its financial year;

(ii) in the case of the income and expenditure account, of the income and expenditure of the society for its financial year; and

(iii) in the case of the statement of source and application of funds, of the manner in which the society has been financed and financial resources used during its financial year; and

(f) they are of the opinion that the information given in the directors' report is consistent with the accounting records and the annual accounts for the year.

(4) It shall be the duty of the auditors in preparing their report under this section to carry out such investigations as will enable them to form an opinion as to whether—

(a) the society has kept proper accounting records, and

(b) the society has maintained satisfactory systems of control of its business and records, and systems of inspection and report thereon, and

where the auditors are of opinion that the society has failed to keep proper accounting records or to maintain a satisfactory system of control of its business or records they shall so state in their report.

(5) Every auditor of a society shall have a right of access at all reasonable times to the books, accounts, records and vouchers of the society and to all other documents relating to its affairs (including deeds relating to property mortgaged to the society), and shall be entitled to require from the officers and employees of the society such information and explanations that are within their knowledge or can be procured by them as he thinks necessary for the performance of the duties of the auditors.

(6) The auditors of a society shall be entitled to attend any general meeting of the society, to receive all notices of, and other communications relating to, any such meeting that a member entitled to notice of the meeting is entitled to receive and to be heard at any meeting which they attend on any part of the business of the meeting which concerns them as auditors.

(7) Subsection (3) (e), in its application to the group accounts of a society, shall be read as referring to the society and (so far as it concerns the members of the society) the subsidiaries dealt with in the group accounts.

(8) Where a society has a subsidiary or other associated body, then—

(a) if the subsidiary or associated body is a body incorporated in the State, it is the duty of the subsidiary or other associated body and its auditors to give to the society's auditors such information and explanation and such access to documents as these auditors may reasonably require for the purpose of their duties as auditors of the society; and

(b) in any other case, it is the duty of the society, if required by its auditors to do so, to take all such steps as are reasonably open to it to obtain from the subsidiary or other associated body such information and explanation and such access as are mentioned in paragraph (a).

Duties of auditor.

89. —(1) If at any time an auditor of a building society—

(a) has reason to believe that there exist circumstances which are likely to affect materially the society's ability to fulfil its obligations to shareholders or depositors or meet any of its obligations under this Act,

(b) has reason to believe that there are material defects in the accounting records, systems of control of the business and records or of inspection and report thereon,

(c) has reason to believe that there are material inaccuracies in or omissions from any returns made by the society to the Central Bank,

(d) proposes to qualify any report which he is to provide under this Act, or

(e) has reason to believe that there are material defects in the system for ensuring the safe custody of all documents of title belonging to the society and deeds relating to property mortgaged to the society,

he shall forthwith report the matter to the Central Bank in writing.

(2) An auditor of a society shall, if requested by the Central Bank, furnish to the Bank a report stating whether in his opinion and to the best of his knowledge the society has or has not complied with such requirements under this Act as the Bank so requested the auditor to furnish a report on.

(3) An auditor of a society shall send to it a copy of any report made by him to the Central Bank under subsection (1) or (2).

(4) (a) Whenever the Central Bank is of the opinion that the exercise of its functions under this Act or the protection of the interests of shareholders or depositors so requires, it may require the auditors of a society to supply the Bank with such information as it may specify in relation to the audit of the business of the society.

(b) The Central Bank may require that, in supplying information for the purpose of this subsection, the auditor shall act independently of the society.

(5) No duty to which an auditor of a society may be subject shall be regarded as contravened, and no liability to the society, its shareholders, creditors or other interested parties, shall attach to the auditor, by reason of his compliance with any obligation imposed on him by or under this section.

Penalty for false statements to auditors.

90. —(1) An officer or employee of a building society or a subsidiary or other associated body who knowingly or recklessly makes a statement to which this section applies that is misleading, false or deceptive in a material particular shall be guilty of an offence.

(2) This section applies to any statement made to the auditors of a society (whether orally or in writing) which conveys, or purports to convey, any information or explanation which they require under this Act, or are entitled so to require, as auditors of the society.

(3) An officer or employee of a society or of a subsidary or other associated body who fails to provide to the auditors of the society, within 2 days (not including a Saturday, a Sunday or a public holiday) of the making of the relevant requirement, any information or explanations that the auditors require as auditors of the society and that is within the knowledge of or can be procured by the officer or employee shall be guilty of an offence.

(4) In a prosecution for an offence under this section, it shall be a defence for the defendant to show that it was not reasonably possible for him to comply with the requirements under subsection (3) to which the offence relates within the time specified in that subsection but that he complied therewith as soon as was reasonably possible after the expiration of such time.

(5) In this section “officer”, in relation to a subsidiary or other associated body of a society, includes an auditor.