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Powers and duties of auditora.
Auditor
need not he shareholder.
Director not to be
auditor.
Resignation
or réinoval
of auditor.
When
accounts to
be deemed finally
Settled.
Publication of yearly statements.
34
148(1) Every auditor shall at all reasonable times have a right of access to the books and accounts and vouchers and returns of the Bank in the Colony and shall be entitled to require from the Directors and officers of the Bank such information and explanations as may be necessary for the performance of his duties, but as regards the books and accounts of any establishment beyond the limits of the Colony it shall be sufficient if the auditors be allowed access to such copies thereof and extracts therefrom as have been transmitted to the Head Office.
(2) The auditors shall make a report to the shareholders on the accounts examined by them, and on every balance sheet laid before the shareholders in general meeting during their tenure of office, and the report shall state-
(a) Whether or not they have obtained all the information and
explanations they have required and,
(b) Whether, in their opinion, the balance sheet referred to in the report is a full and fair balance sheet properly drawn up, so as to exhibit a true and correct view of the state of the Bank's affairs according to the best of their information and the ex- planations given to them, and as shown by the books and returns of the Bank.
149. It shall not be requisite that an auditor be a shareholder, but the auditors may be shareholders of the Bank.
150. If an auditor be appointed a Director or other Officer or servant of the Bank, he shall immediately thereupon cease to be an auditor.
151. Any auditor may resign his office or may be removed from office by a vote of any general meeting, or may, subject to the approval of the Governor, be removed by the Board.
152. Every profit and loss account and balance sheet, when audited anil approved by a general meeting, shall be conclusive, except as regards any error discovered therein within three months next after the approval thereof. Whenever any such error is discovered within that period, the account shall forthwith be corrected, and thenceforth shall be conclusive.
Yearly Statements.
153. The Board, from time to time, as soon as can be after the expira- tion of every year ending the 31st day of December, shall make a general statement in writing, showing therein the amount of the then debts, liabilities, and engagements and of the assets, property, credits and securities of or belonging to the Bank, as well in Hongkong as elsewhere, and such statement shall include an account of the amount of the promissory notes of the Bank in circulation, and of the coin held in the several establishments of the Bank, such accounts of promissory notes and coin respectively being made from and according to the then last returns and information furnished to the Directors from the establishments of the Bank; and the Board shall send one copy of every such general yearly statement authenticated by the signatures of the Chairman of the Board, or of two Directors, and of the Chief Manager or Chief Accountant in Hongkong, to the Governor and shall immediately afterwards publish such statement in the Gazette and in such other newspapers circulating in the places where the business of the Board shall be carried on as the Governor may, from time to time, require; and shall also make and publish and cause to be made and published by the officers, servants and agents of the Bank, at the several establishments of the Bank, such further returns as to the amount of the promissory notes of the Bank in circulation at such establishments respectively, and
the amount of coin and bullion held in such establishments respectively, as the Governor shall, from time to time, require; such returns to be made to such persons, and published in such manner as the Treasury shall direct, and the Board shall obey and cause to be obeyed by the officers, servants, and agents of the Bank at the several establishments of the Bank, all such rules as the Governor shall, from time to time, make for the verification of such returns and the inspection of the coin and bullion held in the establishments of the Bank by such person and in such manner as the Governor shall think fit.
35--
to the
154. The Board shall also, if and whenever so required by the Furnishing Governor, produce and submit to him or to such persons as he shall appoint of returns for that purpose for his or their inspection and examinations, the several Governor returns from which such general yearly statement is prepared, and such further information as to the state and proceedings of the establishments of the Bank as the Governor shall, from time to time, require to be furnished.
Notice.
155. (1) Any notice to be given by the Bank to shareholders either generally or individually shall be sufficiently given by advertisement once at least in one or more daily newspapers printed and circulating in the Colony.
Notices
to share- holders to
be given by
advertise- ment.
(2) The production in any Court of Justice of any such newspaper Proof of containing any such advertisement shall be sufficient proof of the giving of such notice any such notice as regards all persons and for every purpose.
156. Notices to be given on the part of shareholders to the Bank shall Notices by be left at or sent through the post to the Chief Manager and addressed to the Head Office.
shareholders to bank,
Transferee
notice.
157. Every person who by operation of law, transfer, transmission, or other means whatsoever, shall become entitled to any share, shall be bound bound by by every notice in respect of such share which, previously to his name and address being entered upon the shareholders' register shall have been duly given to the party from whom he derives his title to such share.
158. The signature to any notice to be given by the Bank may be in How notics writing or printed or lithographed or stamped.
to be signed.
How time
159. Where a given number of days' notice, or notice extending over any other period, is required to be given, the date on which the advertise- to be ment first appears shall be counted in such number of days or other period.
Shareholders not entilled to certain information,
counted.
Shareholder not to ba
160. No shareholder shall be entitled to require discovery of or any information respecting any detail of the Bank's trading or banking business entitled or any matter which is or may be a business secret or which may relate to the conduct of the business of the Bank if in the opinion of the Board it will be inexpedient in the general interests of the shareholders to give the information required.
Indemnity. Individual Responsibility.
to certain confidential information,
officers, etc.
161. Every Member of the Board, or of any Committee thereof. Indemnity Member of any Local Committee, Chief Manager, Inspector, Manager, Sub- oficere Manager, Agent, Sub-Agent, Chief Accountant, Accountant, or other European officer of the Bank, his heirs, executors and administrators shall be indemnified and saved harmless out of the funds of the Bank from and against all costs, charges, losses, damages, and expenses whatsoever, which any such person as aforesaid may incur or become liable to by reason of any contract entered into, or act or thing done by him in the proper exe- cution of his own respective powers, duties, office and trust; and every such person as aforesaid his heirs, executors and administrators shall be in- demnified and saved harmless out of the funds of the Bank from and against all actions suits claims and demands whatsoever brought or made against him or them in respect of any engagement or any liability of the Bank, except such as may be incurred or occasioned by or through his own dishonesty or negligence.
No such person as aforesaid shall be answerable for the acts, receipts, Individual neglects or defaults of the other or others of them, or for joining in any bity.
responsi receipt or other act for conformity, or for any person with or to whom any moneys or effects belonging to the Bank shail be lodged or deposited for safe custody or shall come, or for any loss or expense happening to the
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