Audit Committee - Terms of Reference Eng

Lawrencechan

Description

Audit Committee Terms of Reference 1. Constitution The board of Minmetals Land Limited (“Company”) (together with its subsidiaries, collectively “Group”) resolved to establish a committee of the board to be known as the Audit Committee (“Committee”). The Committee will assist the board in providing independent review of the effectiveness of the system of financial reporting and internal control of the Group and serve as a means to increase board effectiveness, accountability, transparency and objectivity. 2. Membership Members of the Committee shall be appointed by the board from the non-executive directors of the Company. The majority of the Committee members must be independent non-executive directors. The Committee must comprise a minimum of three members, at least one of whom is an independent non-executive director with appropriate professional qualifications or accounting or related financial management expertise as required under rule 3.10(2) of the Listing Rules. The chairman of the Committee must be an independent non-executive director and shall be appointed by the board. Manager of Internal Audit Department shall be the secretary of the Committee. 3. Attendance of meetings The quorum of a meeting must include at least two members of the Committee. - 1 - The Financial Controller, Chief Operating Officer and the Manager of the Internal Audit Department should attend the meeting, managers in charging of ...

Informations

• Publié par: Fuiv
• Nombre de lectures: 7
• Langue: English

Extrait

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Audit Committee

Terms of Reference

1. Constitution

The board of M inm etals Land Lim ited (“

Company

”) (together w ith

its subsidiaries, collectively “

Group

”) resolved to establish a

com m ittee of the board to be know n as the A udit C om m ittee

(“

Com mittee

”). The C om m ittee w ill assist the board in providing

independent review of the effectiveness of the s ystem of financial

reporting and internal control of the G roup and serve as a m eans to

increase board effectiveness, accountability, transparency and

objectivity.

2. M embership

M em bers of the C om m ittee shall be appointed b y the board from the

non-executive directors of the C om pany. The m ajority of the

C om m ittee m em bers m ust be independent non-executive directors.

The C om m ittee m ust com prise a m inim um of three m em bers, at

least one of w hom is an independent non-executive director w ith

appropriate professional qualifications or accounting or related

financial m anagem ent expertise as required under rule 3.10(2) of

the Listing R ules.

The

chairm an

of

the

C om m ittee

m ust

be

an

independent

non-executive director and shall be appointed b y the board.

M anager of Internal A udit D epartm ent shall be the secretary of the

C om m ittee.

3. Attendance of meetings

The quorum of a m eeting m ust include at least tw o m em bers of the

C om m ittee.

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The Financial C ontroller, C hief O perating O fficer and the M anager

of the Internal A udit D epartm ent should attend the m eeting,

m anagers in charging of business unites or the executive directors

m a y be invited to attend the m eeting in order to answ er specific

points or concerns raised b y the C om m ittee. T he C om m ittee m ust

m eet, at least once a year, w ith the external auditor w ithout the

presence of the executive directors.

The external auditor m ust attend the m eetings in relation to the

review of the half-ye ar and the year-end accounts.

The other directors, external auditors and outsiders w ith relevant

experience and professional know ledge m a y be invited to attend a

particular m eeting to answ er specific points or concerns raised b y

the C om m ittee.

4. Frequency of meetings

M eetings shall be held at least tw ice a year. The board or the

external auditor m a y request a m eeting if the y consider necessary.

M eetings norm ally should be held prior to the finaliz ation of the

half-year and the ye ar-end accounts to address issues arising from

the accounts.

5. Authorisation

The C om m ittee is authorised b y the board to direct and supervise an

investigation into an y m atter w ithin its term s of reference. The

C om m ittee is also authorized b y the board to request the em plo yees

to provide inform ation as it considers necessary and to obtain

external legal or other independent professional advice.

6. Duties

The duties of the C om m ittee should include at least the follow ing:

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(a)

to be prim arily responsible for m aking recom m endation to the

board on the appointm ent, reappointm ent and rem oval of the

external auditor, and to approve the rem uneration and term s

of engagem ent of the external auditor, and an y questions of

resignation or dism issal of that auditor;

(b)

to discuss w ith the external auditor the nature and scope of

the audit and reporting obligations before the audit

com m ences; and to review and m onitor the external auditor ’s

independence and objectivity and the effectiveness of the

audit process in accordance w ith applicable standard;

(c)

to develop and im plem ent polic y on the engagem ent of an

external auditor to supply non-audit services. T he C om m ittee

should report to the board, identifying an y m atters in respect

of w hich it considers that action or im provem ent is needed and

m aking recom m endations as to the steps to be taken;

(d) to review the C om pan y’s annual report and accounts and

half-year

report

before

subm ission

to

the

board.

The

C om m ittee should focus particularly on:-

(i)

an y changes in accounting policies and practices;

(ii)

m ajor judgm ental areas;

(iii)

significant adjustm ents resulting from audit;

(iv)

the going concern assum ptions and an y qualifications;

(v)

com pliance w ith accounting standards;

(vi)

com pliance w ith the Listing R ules and other legal

requirem ents in relation to financial reporting;

and

(vii)

to consider an y significant or unusual item s that are, or

m a y need to be, reflected in such reports and accounts;

(e)

to discuss issues addressed b y the half-year and the ye ar-end

accounts after auditing and an y concerns raised b y the external

auditor and the Financial C ontroller (w ithout the presence of

the m anagem ent if necessary);

(f)

to review the external auditor ’s m anagem ent letter, an y

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m aterial queries raised b y the auditor to m anagem ent in

respect of the accounting records, financial accounts or

s ystem s of control and m anagem ent’s response;

(g)

to ensure that the board w ill provide a tim ely response to the

issues raised in the external auditor ’s m anagem ent letter;

(h)

to review the G roup’s financial controls, internal controls

and risk m anagem ent s ystem s;

(i)

to discuss w ith the m anagem ent the s ystem of internal

control and ensure that m anagem ent has discharged its duty

to have an effective internal control s ystem ;

(j)

to consider an y findings of m ajor investigations of internal

control m atters as delegated b y the board or on its ow n

initiative and m anagem ent’s response;

(k)

to review the G roup’s financial and accounting policies and

practices;

(l)

to review internal audit plan and ensure coordination betw een

the internal and external auditors, and to ensure that the

internal audit function is adequately resourced and has

appropriate standing w ithin the C om pany, and to review and

m onitor the effectiveness of the internal audit function; and

(m )

to consider other topics, as defined b y the board.

7.

Reporting Procedures

The C om m ittee should provide a report to the board on the w ork

perform ed b y the C om m ittee during the period in discharging its

responsibilities set out in this term s of reference (including the

consideration of results and the review of internal control s ystem ).

The secretary of the C om m ittee should send the draft version of

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m inutes of the m eeting to all m em bers of the C om m ittee for their

com m ents w ithin five w orking da ys after the m eeting. The final

version w ill be circulated to the m em bers of the C om m ittee for

records. M inutes should record in sufficient detail the m atters

considered and decisions reached. T he secretary of the C om m ittee

should keep full m inutes of the m eetings.

The above reporting m atters do not include m atters that cannot be

reported as restricted b y law s or regulations (for exam ple,

disclosure restricted b y rules and regulations).

8.

Revision and review

This term s of reference w ill be review ed in accordance w ith the

Listing R ules and the guidelines from the H ong K ong Institute of

C ertified P ublic A ccountants and any m odification w ill be

recom m ended to the board as needed.