Audit, auditors
If an association exceeds two of the following figures in two consecutive financial years, it must have its accounting duly audited by an independent auditor: Balance sheet total of CHF 10 million / sales revenue of CHF 20 million / 50 full-time jobs on annual average. The association must allow a qualified audit of its accounts if a member who is subject to personal liability or an additional payment obligation requests this.
Question
Is it right that the audit report isn't to be voted on? Is it true that following the approval of the annual report a vote is to be held on the audit report and then the annual financial statements?
Answer
The audit report is prepared by an independent person or body. It recommends whether the financial statements should be accepted or rejected and may also contain further recommendations.
A vote is not held on the audit report; it serves as an opinion-forming aid for members with respect to the annual financial statements. If the members are not satisfied with the work of the auditor, they can vote the auditor out and propose somebody else.
Question
A member wishes to inspect and recheck the complete accounts (balance sheet and income statements) for the last five years of the association's existence. The member is not part of the committee and thus also has no direct access to the accounts. Is it permitted to deny the member access to the accounts? Or, as a rule, do all members have the right to check the complete accounts themselves or at least to view them?
Answer
The provision of Article 802(2) of the Swiss Code of Obligations (SCO) also applies to associations:
"Unless the company has an auditor, company members have unrestricted access to the company books and files. If the company has an auditor, the books and files may be inspected only if a legitimate interest is credibly demonstrated".
If the association has an auditor, the member in question must therefore justify their interest in viewing the accounts. A general need to check the accounts or distrust do not represent relevant reasons.