HI SUN TECHNOLOGY (CHINA) LIMITED (Incorporated in Bermuda with limited liability)
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TERMS OF REFERENCE*****************************
The Company has established an Audit Committee (the "Committee") with written terms of reference.
Pursuant to the revision of the Corporate Governance Code and Corporate Governance Report (Appendix 14 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules")), the board of directors of the Company (the "Board") has adopted the following revised terms of reference of the Audit Committee in accordance with such code.
1. | Composition : | The Committee shall have at least three members ("Members"). The Committee shall be appointed by the Board from amongst the |
Non-Executive Directors, a majority of which must be independent Non-Executive Directors ("INEDs"). | ||
At least one INED must have appropriate professional qualifications or accounting or related financial management expertise as required under rule 3.10(2) of the Listing Rules. | ||
A former partner of the Company's existing auditing firm is prohibited from acting as a member of the Committee for a period of one year from the later of (a) the date of his ceasing to be a partner of the firm; or (b) the date of his ceasing to have any financial interest in the firm. | ||
2. | Chairman : | The Chairman of the Committee shall be appointed by the Board and must be an INED. |
3. | Secretary : | The Company Secretary, or in his absence, his representative, shall act as the Secretary of the Committee. The Committee may from time to time appoint any other person with appropriate qualification and experience as the Secretary of the Committee. |
The Committee is authorized by the Board:
to investigate any activity within these terms of reference;
to inspect all accounts, books and records of the Company and its subsidiaries (the "Group");
to seek any information it requires from senior management of the Company in order to perform its duties;
to seek any information it requires from any employee and all employees are directed to cooperate with any request made by the Committee.
The Committee is authorized by the Board where necessary to have access to independent professional advice and to secure the attendance of outsiders with relevant experience and expertise if it considers this necessary at the cost of the Company.
The Committee shall be provided with sufficient resources to perform its duties.
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Relationship with the Company's External Auditors
to act as the key representative body for overseeing the Company's relations with the external auditor;
(a) to be primarily responsible for making recommendations to the Board on the appointment, reappointment and removal of the external auditor;
to approve the remuneration and terms of engagement of the external auditor; and
to consider any questions of the resignation or dismissal of the external auditor and consider whether there are any matters that need to be brought to the attention of the shareholders of the Company;
to review and monitor the external auditor's independence and objectivity;
(a) to review and monitor the effectiveness of the audit process in accordance with applicable standards; and
to discuss with the external auditor the nature and scope of the audit and reporting obligations before the audit commences;
(a) to develop and implement policy on engaging an external auditor to supply non- audit services (for this purpose, "external auditor" includes any entity that is under common control, ownership or management with the audit firm or any entity that a reasonable and informed third party knowing all relevant information would reasonably conclude to be part of the audit firm nationally or internationally); and
to report to the Board, identifying and making recommendations on any matters where action or improvement is needed;
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Review of the Company's financial information
(a) to monitor integrity of the Company's financial statements and annual report and accounts, half-year report and, quarterly reports (if prepared for publication);
to review any significant financial reporting estimates and judgments contained in them;
In reviewing these reports before submission to the Board, the Committee shall focus particularly on:
any changes in accounting policies and practices;
major judgmental areas;
significant adjustments resulting from audit;
the going concern assumptions and any qualifications;
compliance with accounting standards; and
compliance with the Listing Rules and legal requirements in relation to financial reporting;
to discuss major accounting and audit issues and qualifications arising from the interim and final audits, and any matters the external auditor may wish to discuss (in the absence of management where necessary);
In regard to 7.6 above:
Members of the Committee should liaise with the Board and senior management;
the Committee must meet, at least twice a year, with the Company's auditors; and
the Committee shall consider any significant or unusual items that are, or may need to be, reflected in the report and accounts, it should give due consideration to any matters that have been raised by the Company's staff responsible for the accounting and financial reporting function, compliance officer (or person occupying the same position), or external auditor;
- Oversight of the Company's financial reporting system, internal control and risk management systems
to review the Company's financial controls and the Group's internal control systems and oversee risk management system;
to discuss the risk management and internal control systems with management to ensure that management has performed its duty to have effective systems. The discussion should include the adequacy of resources, staff qualifications and experience, training programmes and budget of the Company's accounting and financial reporting function;
to consider major investigation findings on risk management and internal control matters as delegated by the Board or on its own initiative and management's response to these findings;
to cooperate with Risk Management Committee to ensure Risk Management Committee has access to information necessary to fulfil their duties and responsibilities with respect to risk assessment and risk management;
where an internal audit function exists,
to ensure co-ordination between the internal and external auditors and to ensure that the internal audit function is adequately resourced and has appropriate standing within the Company, and
to review and monitor its effectiveness;
to review the Group's financial and accounting policies and practices;
to review the external auditor's management letter, any material queries raised by the external auditor to management about the accounting records, financial accounts or systems of control and management's response;
to ensure that the Board will provide a timely response to the issues raised in the external auditor's management letter;
to review the Company's statement on internal control and risk management systems (where one is included in the annual report) prior to endorsement by the Board;
to consider the major findings of internal investigations and management's response;
to report to the Board on all matters set out in these Terms of Reference;
to consider any other duties applicable to the Committee as specified in the Listing Rules (including the code provisions of the Corporate Governance Code) or as delegated to the Committee by the Board from time to time;
The Committee shall have the following duties:
Hi Sun Technology (China) Limited issued this content on 2015-12-29 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 2015-12-29 12:14:30 UTC
Original Document: http://file.irasia.com/listco/hk/hisun/announcement/a151229.pdf
