SHOUGANG CENTURY HOLDINGS LIMITED 
By
Established on 30th December 1998 pursuant to
the Code of Best Practice effective in
1999.
The Audit Committee (the "Audit Committee") is appointed by the board of directors (the "Board") of Shougang Concord Century Holdings Limited ("Company"/ "Shougang Century") to review financial reporting and internal control principles of the Company and its subsidiaries (the "Group"). It also maintains an appropriate relationship with the Company's auditors.
2. Membership
2.1 The Audit Committee shall be appointed by the Board and
must consist of a minimum of three members (the
"Members").
2.2 Membership shall be confined to non-executive Directors,
the majority of which must be independent non-executive
Directors ("INEDs") and at least one INED with
appropriate professional qualifications or accounting or
related financial management expertise.
2.3 The Chairman of the Audit Committee shall be appointed by
the Board and must be an INED.
2.4 In the event that the Audit Committee comprises also
non-executive Director(s), a non-executive Director, who is a
former partner of the Company's existing auditing firm,
shall be prohibited from acting as a member of the Audit
Committee for a period of one year from the later of (a) the
date of his/her ceasing to be a partner of the firm; or (b)
the date of his/her ceasing to have any financial interest in
the firm.
3.1 The Company Secretary shall be the secretary of the Audit Committee.
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3.2. The Company Secretary, or in his or her absence, the Audit Committee may from time to time appoint any other person with appropriate qualification and experience as the secretary of the Audit Committee and must ensure that full minutes are kept of all meetings.
4. Meetings and Quorum
4.1 The Audit Committee shall meet at least twice a year. The
Company's external auditors may request that a meeting
be held if they consider it necessary.
4.2 The meeting and proceedings of the Audit Committee are
governed by the provisions contained in the Company's
Articles of Association for regulating the meetings of the
proceedings of Directors. However, notice of any meetings has
to be given at least 14 days prior to any such meeting being
held, unless all Members unanimously waive such notice.
Irrespective of the length of notice being given, attendance
of a meeting by a Member shall be deemed waiver of the
requisite length of notice by the Member. Notice of any
adjourned meetings is not required if adjournment is for less
than 14 days.
4.3 The quorum for decisions of the Audit Committee shall be
any two Members, one of whom must be an INED until the Board
has otherwise determined.
4.4 Meetings could be held in person, by telephone, by video
conference or through other electronic means of
communication. Members may participate in a meeting by means
of said conference or similar communications equipment by
means of which all persons participating in the meeting are
capable of hearing each other.
4.5 Resolutions of the Audit Committee shall be passed by a
majority of votes.
4.6 A resolution in writing signed by all the Members of the
Audit Committee shall be as valid and effectual as if it had
been passed at a meeting of the Audit Committee duly convened
and held.
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4.7 Full minutes shall be kept by the secretary of the Audit Committee. Draft and final versions of minutes shall be circulated to all Members for their comment and records within a reasonable period of time after the meeting. Such minutes shall be presented to the Board for records.
5. Attendance at Meetings
5.1 At least once a year, representatives of the
Company's external auditors will meet the Audit
Committee without any Executive Directors being present,
except by invitation of the Audit Committee.
5.2 At the invitation of the Audit Committee, the following
persons may attend the meeting:
(i) Head of Internal Audit or in his/her absence, a
representative from
Internal Audit, if any;
(ii) Group Finance Director [or Chief Financial Officer] (or
person occupying the same position); and
(iii) other members of the Board.
5.3 Only Members of the Audit Committee are entitled to vote
at the meetings.
The Chairman of the Audit Committee or in his/her absence, another Member (who must be an INED) of the Audit Committee, shall attend the Company's annual general meeting and be prepared to respond to shareholders' questions on the Audit Committee's activities and their responsibilities.
7. Responsibility, Powers and DiscretionThe responsibility of the Audit Committee is to assist the Board in fulfilling its audit duties through the review and supervision of the Company's financial reporting and internal control system. The Audit Committee shall have the following responsibility, powers and discretion:-
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Relationship with the Company's External Auditors
7.1 to be primarily responsible for making recommendations to
the Board on the appointment, reappointment and removal of
the external auditor, and to approve the remuneration and
terms of engagement of the external auditor, and any
questions of its resignation or dismissal;
7.2 to review and monitor the external auditor's
independence and objectivity;
7.3 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;
7.4 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;
7.5 to report to the Board, identifying and making
recommendations on any matters where action or improvement is
needed;
Review of the Company's financial information
7.6 to monitor integrity of the Company's financial
statements and annual report and accounts, half-year report
and, if prepared for publication, quarterly reports, and to
review any significant financial reporting judgements
contained in them. In reviewing these reports (if applicable)
before submission to the Board, the Audit Committee shall
focus particularly on:
(a) any changes in accounting policies and practices; (b)
major judgmental areas;
(c) significant adjustments resulting from audit;
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(d) the going concern assumptions and any qualifications; (e)
compliance with accounting standards; and
(f) compliance with the Rules Governing the Listing of
Securities (the "Listing Rules") on The Stock Exchange of
Hong Kong Limited (the "Stock Exchange") and legal
requirements in relation to financial reporting;
7.7 Regarding 7.6 above:-
(a) Members of the Audit Committee should liaise with the
Board and senior management (if any);
(b) the Audit Committee must meet, at least twice a year,
with the
Company's external auditors; and
(c) the Audit Committee shall consider any significant or
unusual items that are, or may need to be, reflected in the
report and account, 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 (if any) (or person occupying
the same position), or external auditors;
Oversight of the Company's financial reporting system and internal control procedures
7.8 to review the Company's financial controls, internal
control and risk management systems;
7.9 to discuss the internal control system with management to
ensure that management has performed its duty to have an
effective internal control system. This discussion should
include the adequacy of resources, staff qualifications and
experience, training programmes and budget of the Company's
accounting and financial reporting function;
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7.10 to consider major investigation findings on internal
control matters as delegated by the Board or on its own
initiative and management's response to these
findings;
7.11 to ensure co-ordination between the internal auditors
(if any) and external auditors, and to ensure that the
internal audit function (if any) is adequately resourced and
has appropriate standing within the Company, and to review
and monitor its effectiveness;
7.12 to review the Group's financial and accounting
policies and practices;
7.13 to review the external auditor's management letter,
any material queries raised by the external auditor to
management about accounting records, financial accounts or
systems of control and the management's response;
7.14 to ensure that the Board will provide a timely response
to the issues raised in the external auditor's
management letter;
7.15 to review arrangements employees of the Company can use,
in confidence, to raise concerns about possible improprieties
in financial reporting, internal control or other matters.
The Audit Committee should ensure that proper arrangements
are in place for fair and independent investigation of these
matters and for appropriate follow-up action;
7.16 to act as the key representative body for overseeing the
Company's relations with the external auditor;
7.17 to report on all of the above matters in the code
provisions of the Corporate Governance Code of the Listing
Rules of the Stock Exchange (the "Code") to the Board;
and
7.18 to consider any other matters specifically referred to
the Audit Committee by the Board.
8.1 to develop and review the Company's policies and practices on corporate governance and make recommendations to the Board, and implement the corporate governance policies laid down by the Board;
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8.2 to review and monitor the Company's policies and
practices on compliance with legal and regulatory
requirements; and
8.3 to review the Company's compliance with the Code and
other related rules.
The Audit Committee shall report to the Board after each meeting by way of circulation of the minutes of meeting of the Audit Committee and disclose and publish in the annual report or other report as required subject to the Listing Rules amended from time to time.
10. Authority
10.1 The Audit Committee is authorised by the Board to
inspect all accounts, books and records of the Company.
10.2 The Audit Committee shall have the right to require the
Company's management to furnish information on any
matter relating to the financial position of the Company, its
subsidiaries or affiliates, as may be required for the
purposes of discharging its duties.
10.3 The Audit Committee shall be provided with sufficient
resources to perform its duties, where necessary.
10.4 A Director as a Member of the Audit Committee may seek
independent professional advice in appropriate circumstances
at the Company's expense to discharge his/her duties as
a Member of the Audit Committee to the Company.
Note: Arrangement to seek independent professional advice
could be made through the Company Secretary.
11.1 The terms of reference will be reviewed on annual basis and as required.
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11.2 The terms of reference explaining Audit Committee's role
and the authority delegated to it by the Board is posted on
the websites of the Company and The Stock Exchange of Hong
Kong Limited. A copy of the terms of reference is made
available to any person without charge upon request.
Note: "senior management" should refer to the same
persons referred to in the Company's annual report (if
any) and required to be disclosed under paragraph 12 of
Appendix 16 to the Listing Rules.
Latest version: 22 March 2012
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| This press release was issued by Shougang Concord Century Holdings Ltd. and was initially posted at http://www.irwebcast.com/cgi-local/report/redirect.cgi?url=http://www.irasia.com/listco/hk/sccentury /announcement/a87703-e_tora.pdf . It was distributed, unedited and unaltered, by noodls on 2012-03-22 13:39:53 PM. The issuer is solely responsible for the accuracy of the information contained therein. |
