Kinetic Development Group Limited has revised the Terms of Reference for its Audit Committee, effective 15 July 2026, strengthening financial governance, risk management and sustainability oversight. Key points are:
• Expanded mandate: The Audit Committee’s purpose now formally includes oversight of environmental, social and governance (ESG) and sustainability-related risks, alongside existing responsibilities for financial reporting integrity, risk management and internal control systems.
• Membership requirements: The committee must comprise at least three non-executive directors, with a majority being independent. A minimum of one member must hold appropriate professional qualifications or accounting or related financial management expertise and may not hold more than six Hong Kong listed-company directorships. The committee chair must be an independent non-executive director.
• Meeting cadence and access: The committee will convene at least twice a year and may meet more frequently if required. It can summon the chief financial officer, head of internal audit and external auditors, and must meet auditors without executive directors at least annually.
• Enhanced authority: The committee can inspect all corporate records, demand information from management, obtain external professional advice at the Company’s expense and secure sufficient resources to fulfil its duties.
• Comprehensive duties: – Recommend appointment, reappointment or removal of external auditors and approve their remuneration. – Monitor auditor independence, develop policies on non-audit services and serve as the primary liaison with auditors. – Review annual, half-yearly and any quarterly financial statements, focusing on accounting policy changes, material judgements, adjustments, going-concern assumptions and compliance with Hong Kong Listing Rules. – Oversee financial controls, risk management and internal control systems, including ESG risks; ensure adequate staffing, training and budgets for financial reporting functions. – Coordinate internal and external audit work, assess effectiveness of internal audit and review management letters. – Maintain whistle-blowing channels for employees, customers and suppliers, ensuring fair investigation and follow-up. – Evaluate connected transactions, board performance review findings, member independence and overboarding limits. – Report regularly to the Board and present an annual summary of activities and findings.
These amendments reinforce Kinetic Development’s commitment to robust corporate governance, heightened transparency and integrated oversight of financial and sustainability risks.
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