GenFleet Therapeutics (Shanghai) Inc. released a revised version of its Audit Committee Terms of Reference, adopted on 24 March 2026, aiming to fortify board-level oversight, enhance transparency and improve risk management practices.
The updated charter positions the Audit Committee as a specialised body directly accountable to the Board, with expanded authority over external auditor engagement, financial reporting integrity and the company’s internal control environment. Key structural requirements include: • Minimum of three non-executive directors, with independent directors forming a majority and at least one member possessing accounting or related financial expertise. • An independent non-executive director will serve as committee chair. • Former partners of the company’s audit firm are barred from committee membership for two years, safeguarding auditor independence.
Mandates now cover comprehensive supervision of external auditors—ranging from appointment and remuneration to non-audit service policies—alongside annual reviews of risk management and internal control systems. The committee is also tasked with monitoring whistle-blowing arrangements, anti-corruption measures, director training, and compliance with the Hong Kong Listing Rules’ Corporate Governance Code.
Procedurally, the committee must meet at least twice a year, maintain a quorum of two-thirds of members (including at least one independent director), and may convene additional meetings at the request of any member or the external auditors. Meetings can be held in person or via teleconference, and minutes must be retained for no less than ten years.
The document authorises the committee to engage external advisers at the company’s expense and requires written reports of its resolutions to be submitted to the Board. The revised Terms of Reference become effective immediately upon board approval and will be posted on both the Hong Kong Stock Exchange and the company’s website.
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