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the assets - especially the negotiable instruments, safe deposit box and
goods. Not only the board of directors, but also the founders, organs,
representatives, employees, custodians and liquidators are also
required to inform the auditor with respect to any significant facts.
It is essential that the special audit be conducted within an effec-
tive time period, and without causing unnecessary delays or disrup-
tions to the company’s operations. Considering that a special audit sig-
nificantly relates to the exercise of shareholding rights, such audit must
be completed within a time period that is useful for the fulfillment of
its goal. Delay in the preparation of the audit report may render the
mechanism non-functional.
Scope of the Audit Report
At the end of the audit period, the auditor shall submit a detailed
report to the relevant court, subject to confidentiality, after having con-
sulted the company in relation to the outcomes of the audit. Such con-
sultation is stipulated in order to avoid any possible misunderstanding
and misguidance. Thus, the auditor will be able to discuss the out-
comes of the audit with the board of directors, so as to ensure that the
information and findings in his/her report are accurate, not based on
misunderstandings, and do not come to the wrong conclusions.
The auditor cannot include all of the company information in
his/her report although he/she examines every document and all infor-
mation submitted to him/her during his/her appointment. At the stage
of preparation of the report, the company’s secrets, especially the trade
secrets, and other interests of the company must be considered.
Once the report is delivered to the company by the court, TCC
grants to the company the right to request from the court the non-sub-
mission of the report to the applicants. The court is authorized to deter-
mine whether the disclosure of the report will cause damage to the
company’s secrets, or company interests which are worth protection
and, therefore, whether the report will be submitted to the applicants.
In this respect, the court may rule that some points of the report be
eliminated, in such a way so as to create a balance between the
interests of the applicants and the company.
COMMERCIAL LAW
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