10.0 Accounts and Audit
10.1 Definitions
In and for the purposes of this Section:
10.1.1 "Financial Statements", in relation to a Financial Year, means:
10.1.1.1 A balance sheet as at the close of the Financial Year; and
10.1.1.2 An income and expenditure account for the Financial Year; and
10.1.1.3 A statement of cash flows for the Financial Year; and
10.1.1.4 A statement of all mortgages, charges and securities of any description affecting any of the Foundation's property as at the close of the Financial Year together with any notes or documents giving information relating to the balance sheet and statements.
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10.1.2 "Financial Year" means a year ending at the close of 30 June or of such other day of the year as the Board fixes for the purpose.
10.1.3 Financial Statements comply with generally accepted accounting practice only if they comply with accounting policies that:
10.1.3.1 Are appropriate to the nature and circumstances of the Foundation; and
10.1.3.2 Have authoritative support within the accounting profession in New Zealand.
10.2 Control of Funds
10.2.1 The Foundation's funds shall be under the general control of the Board.
10.2.2 The Board must take reasonable steps to ensure that appropriate and adequate accounting systems and procedures are instituted, maintained and enforced to protect from unlawful, unauthorised or other improper use the assets and funds of the Foundation or any trust administered by the Foundation.
10.2.3 All money received by or on behalf of the Foundation must be paid into a bank account in the name of the Foundation as soon as practicable after its receipt.
10.2.4 All cheques drawn upon the Foundation's bankers shall be signed in such manner and by such persons as the Board determines.
10.3 Accounting Records
10.3.1 The Board must cause accounting records to be kept that:
10.3.1.1 Correctly record and explain the Foundation's financial transactions;
10.3.1.2 Will at any time enable the Foundation's financial position to be determined with reasonable accuracy;
10.3.1.3 Will enable the Directors to comply with Rule 10.4.1 (which relates to the preparation of annual Financial Statements);
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10.3.1.4 Will enable the Foundation's Financial Statements to be readily and properly audited.
10.3.2 Without limiting Sub-Rule 10.3.1, the accounting records must contain:
10.3.2.1 Entries of money received and disbursed and the matters to which each receipt and disbursement relate;
10.3.2.2 A record of the Foundation's assets and liabilities.
10.3.3 The accounting records must be kept in written form or in a form or manner in which they are easily accessible and convertible into written form.
10.4 Financial Statements
10.4.1 The Board must ensure that, within 3 months after the end of each Financial Year, Financial Statements for the Foundation that comply with Sub-Rule 10.4.2 are:
10.4.1.1 Completed and audited; and
10.4.1.2 Dated and signed by 2 Directors (including the chairperson) on behalf of all Directors.
10.4.2 The Financial Statements must comply with generally accepted accounting practice. If the Board considers that, in complying with generally accepted accounting practice, the Financial Statements do not give a true and fair view of the matters to which they relate, it must add such information and explanations as will give a true and fair view of those matters.
10.5 Appointment of Auditor
10.5.1 At each Annual General Meeting the Foundation must appoint an auditor to:
10.5.1.1 Hold office from the end of the meeting until the end of the next Annual General Meeting;
10.5.1.2 Audit the Foundation's Financial Statements for the Financial Year ending next after that meeting.
10.5.2 The Board may fill any casual vacancy in the office of auditor.
10.5.3 A person must not be appointed or act as auditor of the Foundation unless he or she is a Member of the Institute of
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Chartered Accountants of New Zealand and holds a current certificate of public practice. No person may be appointed or act as auditor of the Foundation if he or she is a Director or employee of the Foundation or is the partner, or in the employment, of a Director or employee of the Foundation.
10.5.4 A partnership may be appointed as auditor by the firm name if all or some of the partners are qualified to be appointed. Such an appointment is deemed to be the appointment of all the persons who are partners of the firm from time to time, notwithstanding the last preceding Sub-Rule.
10.5.5 An Auditor can be reappointed by members at an Annual General Meeting unless:
10.5.5.1 The Auditor is not qualified for appointment; or
10.5.5.2 A resolution is passed at the meeting appointing another person to replace him or her; or
10.5.5.3 The Auditor has given notice to the Foundation that he or she does not wish to be reappointed.
10.5.6 The Foundation may not appoint a new Auditor in replacement of an Auditor who is qualified for reappointment unless:
10.5.6.1 At least 20 Working Days written notice of a proposal to do so has been given to the Auditor; and
10.5.6.2 The Auditor has been given a reasonable opportunity to make representations to the Members on the proposal either in writing or by the Auditor or the Auditor's representative speaking at the meeting at which the proposal is considered (whichever option the Auditor chooses).
An Auditor is entitled to be paid by the Foundation reasonable fees and expenses for making such representations.
10.5.7 If an Auditor gives written notice to the Board that he or she does not wish to be reappointed, the Board must, if that Auditor requests the Board to do so:
10.5.7.1 Distribute to all Members, at the expense of the Foundation, a written statement by the Auditor of the Auditor's reasons for not wishing to be reappointed; and
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10.5.7.2 Permit the Auditor or the Auditor's representative to explain at the Annual General Meeting the auditor's reasons for not wishing to be reappointed. An Auditor is entitled to be paid by the Foundation reasonable fees and expenses for preparing any such statement or making such explanation.
10.5.8 The fees and expenses of the Auditor shall be as fixed by the Board.
10.6 Auditor's Access
10.6.1 The Board must ensure that the Auditor has access at all times to the accounting records and other documents of the Foundation.
10.6.2 The Auditor is entitled to require from any Director or employee of the Foundation such information and explanations as the Auditor thinks necessary for the performance of the Auditor's duties and that, having regard to the position held by the Director or employee, it would be reasonable to expect the Director or employee concerned to have in his or her possession or control.
10.6.3 The Board must ensure that the Auditor:
10.6.3.1 Is permitted to attend any meeting of Members and to be heard at any such meeting on any part of the business of the meeting that relates to the audit of the Foundation's Financial Statements;
10.6.3.2 Receives the notices and communications that a Member is entitled to receive relating to a meeting of Members.
10.7 Auditor's Report on Financial Statements
10.7.1 Subject to Sub-Rule 10.7.2, the Auditor's report on the Financial Statements must state:
10.7.1.1 The work done by the Auditor; and
10.7.1.2 The scope and limitations of the audit; and
10.7.1.3 The existence of any relationship (other than that of Auditor) that the Auditor has with the Foundation or, in the case of group Financial Statements, with any other entity included in the Financial Statements; and
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10.7.1.4 Whether the Auditor has obtained all information and explanations that the Auditor has required; and
10.7.1.5 Whether, in the Auditor's opinion, as far as appears from an examination of them, proper accounting records have been kept by the Foundation; and
10.7.1.6 Whether, in the Auditor's opinion, the Financial Statements comply with generally accepted accounting practice and, if they do not, the respects in which they fail to comply; and
10.7.1.7 Whether, in the Auditor's opinion and having regard to any information and explanations that the Board may have added under Rule 10.4.2 above, the Financial Statements give a true and fair view of the matters to which they relate; and, if they do not, the respects in which they fail to give such a view.
10.7.2 If:
10.7.2.1 Section 16 of the Financial Reporting Act 1993 (which relates to the contents of auditor's reports) is amended at any time; and
10.7.2.2 The Board, after consultation with the Foundation's Auditor, considers that it is appropriate to make a corresponding or consequential variation to the requirements set out in the last preceding Sub-Rule (including, if applicable, any previous variation made under this Sub-Rule)
Then the Board may, by resolution, vary such requirements accordingly and those requirements shall thereupon apply with and subject to such variation.