The Board of SENASIC Electronics Technology Co., Ltd. has formally adopted comprehensive Terms of Reference for its newly established Audit Committee, signalling an effort to reinforce governance, strengthen internal controls and ensure regulatory compliance ahead of the company’s H-share listing on the Stock Exchange of Hong Kong (SEHK).
Key structural requirements • Composition: The committee will comprise at least three non-executive directors; independent non-executive directors (INEDs) must represent a majority, and at least one INED must possess accounting or related financial management expertise. • Leadership: The Audit Committee will be chaired by an INED with relevant professional qualifications, elected by the Board. • Tenure & replacement: Terms mirror those of Board members, with automatic disqualification if a director leaves the Board. Any vacancy must be filled in line with the stated qualification criteria.
Principal responsibilities • External audit oversight: Recommending appointment, re-appointment or removal of external auditors, approving audit remuneration and engagement terms, and monitoring auditor independence and audit effectiveness. • Financial reporting: Reviewing the integrity of annual, interim and (if prepared) quarterly financial statements, with specific scrutiny of accounting policy changes, major judgements, material adjustments, going-concern assumptions and compliance with Hong Kong Listing Rules. • Internal control and risk management: Evaluating the soundness of financial controls, risk management and internal control systems; ensuring adequate resources, staff qualifications and training for the finance and internal audit functions. • Related-party transactions: Reviewing and auditing material connected transactions to ensure regulatory compliance. • Whistle-blowing: Overseeing arrangements that allow employees to confidentially report potential improprieties and ensuring independent investigation and follow-up. • Corporate governance: Monitoring the company’s adherence to the SEHK Corporate Governance Code, directors’ ongoing professional development and broader compliance policies.
Operating procedures • Meeting cadence: At least one regular meeting must precede Board consideration of the annual report, with 14 days’ notice; extraordinary meetings require three days’ notice. • Quorum & voting: Two-thirds attendance is required; resolutions pass by simple majority, although matters such as financial disclosure, appointment of auditors and changes in accounting policies demand approval from more than half of all committee members. • Reporting: Written minutes and voting results will be submitted to the Board, with confidentiality obligations for all attendees. • Support: The internal audit department reports directly to the Audit Committee, and the committee may engage external advisers at the company’s expense.
Compliance trigger If SENASIC fails to meet the Audit Committee composition or operational requirements at any time, it must notify the SEHK immediately and rectify the situation within three months.
Implementation The Terms of Reference take effect upon the overseas listing and commencement of trading of SENASIC’s H shares on the SEHK.
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