IMPACT Therapeutics, Inc has published the full Terms of Reference for its Board Audit Committee, outlining a comprehensive mandate designed to tighten financial oversight and strengthen governance structures ahead of the company’s H-share listing in Hong Kong.
Key governance highlights:
1. Structure and Independence • The Audit Committee will comprise a minimum of three non-executive directors, with independent non-executive directors forming a majority. • An independent director possessing professional accounting qualifications will chair the committee. • Any former partner of the company’s present external audit firm is barred from committee membership for two years after leaving the firm or relinquishing a financial interest, whichever is later.
2. Principal Responsibilities • Financial Reporting: The committee will review quarterly (if issued), interim and annual financial statements, focusing on accuracy, completeness and compliance with PRC law and Hong Kong Listing Rules. • External Auditor Oversight: It is empowered to recommend the appointment, re-appointment or dismissal of the external auditor, approve audit fees and monitor auditor independence, including policies covering non-audit services. • Internal Control & Risk: Mandated to assess the effectiveness of financial controls, internal audit, and risk-management systems, and to ensure adequate resources and staffing for these functions. • Whistle-blower Protection: Procedures are set to guarantee confidential handling and independent investigation of employee or third-party complaints related to accounting, auditing or internal-control issues. • Investment Risk Review: The committee will conduct risk assessments on major investment projects undertaken by the company.
3. Decision-Making Powers Requiring Board Approval • Engagement or dismissal of the external auditor. • Appointment or removal of the chief financial officer. • Changes to accounting policies or estimates not driven by new standards.
4. Meeting Cadence and Quorum • At least four regular meetings per year, timed ahead of scheduled board sessions; additional ad-hoc meetings may be called by the chair, two members, the external auditor or the internal audit department. • Meetings require attendance of two-thirds of members, including at least one independent director. Resolutions pass by simple majority, and the chair holds a casting vote in the event of a tie.
5. Reporting and Resources • The Audit Committee reports directly to the Board and must make its Terms of Reference available on both the Hong Kong Stock Exchange and company websites. • IMPACT Therapeutics will fund all committee activities, including the right to engage external legal or accounting advisors as needed.
Implementation These Terms of Reference take effect upon the listing of IMPACT Therapeutics’ H-shares on the Hong Kong Stock Exchange. Amendments require board approval and must remain consistent with PRC law, Hong Kong Listing Rules and the company’s Articles of Association.
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