AMS Public Transport Holdings Limited (“AMS TRANSPORT”) has released an updated Terms of Reference for its Audit Committee (“AC”), delineating an expanded mandate over financial reporting, risk management, internal control, and auditor oversight.
Key Provisions and Structure • Role and Scope: The AC will review the completeness and accuracy of the Group’s financial statements, ensure compliance with Hong Kong Financial Reporting Standards and Listing Rules, and perform an annual assessment of risk management and internal control effectiveness. • Membership Requirements: The committee will comprise at least three non-executive directors, with a majority being independent. One member must hold professional accounting or financial expertise. Former partners of the current external audit firm are barred from membership for two years after relinquishing their roles or interests in the firm. • Meeting Frequency: The AC will convene a minimum of twice annually and meet the external auditors at least twice each year. A quorum is set at two members, and decisions require majority support.
Authority and Resources • The AC is empowered by the Board to obtain independent professional advice at the Company’s expense and has unrestricted access to personnel, information, and documentation necessary for its duties. • It can initiate special investigations and ensure adequate resources for the Group’s accounting, internal audit, and financial reporting functions.
Core Responsibilities 1. Auditor Oversight – Recommend appointment, reappointment, or removal of external auditors and approve their remuneration and engagement terms. – Monitor auditor independence, objectivity, and audit effectiveness; establish policies governing non-audit services.
2. Financial Reporting Review – Scrutinise annual, half-year, and (where applicable) quarterly financial statements, focusing on changes in accounting policies, significant judgments, audit adjustments, going-concern assumptions, and regulatory compliance. – Liaise regularly with management and auditors to address significant or unusual items prior to Board submission.
3. Risk Management & Internal Control – Evaluate the adequacy of financial controls, risk management, and internal control systems, including ESG-related risks. – Oversee internal audit resources, effectiveness, and coordination with external auditors. – Review major investigation findings and management responses.
4. Governance & Compliance – Ensure effective whistleblowing arrangements for employees and external stakeholders, alongside policies supporting anti-corruption laws. – Review related-party transactions for legal and disclosure compliance. – Provide timely reports to the Board and, when disagreements arise, disclose positions in the Corporate Governance Report.
Implementation Timeline The revised terms are dated March 2026, setting the framework for the AC’s governance responsibilities and reinforcing AMS TRANSPORT’s commitment to robust corporate oversight and transparent financial reporting.
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