Fosun International Limited has released an amended version of the Terms of Reference for its Audit Committee, approved by the board on 12 June 2026. The document replaces the previous version dated 24 August 2021 and will guide the committee’s operations from the 2026 financial year onward.
Key governance parameters
• Constitution and mandate: The Audit Committee continues to function as an independent body under the board, charged with reviewing the effectiveness of financial reporting, risk management and internal controls, in line with Hong Kong Listing Rules and the Corporate Governance Code.
• Membership structure: – Minimum of three non-executive directors, with the majority—and the chair—being independent non-executive directors. – At least one member must possess “appropriate professional qualifications or accounting or related financial management expertise.” – A quorum of two members is required for all meetings.
• Meeting cadence: – At least two meetings per financial year—one before interim results and one before annual results. – Ad-hoc sessions may be convened at the request of the board or external auditor.
• Attendance and resources: The financial controller, head of internal audit and representatives of the external auditor “shall normally attend” meetings. The committee is authorised to obtain independent professional advice at the company’s expense and has unrestricted access to the company secretary.
• Core duties: 1. Auditor oversight—recommendations on appointment, re-appointment, removal and remuneration; annual assessment of independence and audit effectiveness; and policy control over non-audit services. 2. Financial reporting—scrutiny of full-year, half-year and, if prepared, quarterly financial statements, with specific focus on changes in accounting policies, major judgmental areas, significant audit adjustments, going-concern assumptions and compliance with accounting standards and Listing Rules. 3. Risk management and internal control—annual review of financial controls, internal audit coordination, investigation of significant control issues, and evaluation of resources, staffing and budgets dedicated to accounting and financial reporting functions. 4. Whistle-blowing—maintenance of confidential channels for employees to report improprieties, ensuring fair and independent investigation and follow-up.
• Reporting obligations: The committee chair must present formal updates to the full board after each meeting and submit semi-annual reports covering financial reporting, internal controls, audits and other responsibilities.
Implementation timeline
The revised Terms of Reference take effect immediately from 12 June 2026. All employees are required to cooperate with committee requests, and the board retains authority to amend the charter provided any changes do not invalidate prior committee actions.
The updated framework reinforces Fosun International’s commitment to robust governance standards, heightened auditor independence and enhanced risk oversight as the group advances its strategic and financial objectives.
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