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Orion Foods Ltd's financial statements are to be signed before submission to the auditor. The company has a managing director, a CEO, a CFO and a company secretary, and the chairperson has not been authorised by the Board. Who must sign the financial statements under section 134(1)?

Since the chairperson is not authorised by the Board, two directors, one being the managing director, must sign along with the CEO, CFO and company secretary, as all are appointed. Board approval comes first, and signing precedes submission to the auditor.

  1. AOnly the company secretary and the CFO
  2. BAny one director alone
  3. CTwo directors, one of whom is the managing director, along with the CEO, CFO and company secretaryCorrect
  4. DThe chairperson, even without Board authorisation

Explanation

Section 134(1) provides that after Board approval, the statements are signed by the chairperson if authorised, or by two directors of whom one is the managing director, along with the CEO, CFO and company secretary wherever appointed. Here the chairperson is not authorised, so the two-director route plus the officers applies.

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