China Railway Signal & Communication Corporation Limited (CHINA CRSC) has released revised “Terms of Reference of the Audit and Risk Management Committee” to strengthen the oversight framework for financial reporting, internal control and enterprise-wide risk management.
Key features of the updated charter include:
• Committee structure: The committee will comprise four non-executive directors, with a majority designated as independent non-executive directors. At least one member must be a qualified accounting professional. • Leadership: The committee chair must be an independent non-executive director with accounting expertise and is responsible for convening and presiding over meetings, signing key documents and ensuring clear resolutions. • Tenure and independence safeguards: Members serve concurrent terms with their directorships and may be re-elected. Former partners of the company’s external audit firm are barred from committee service for two years after leaving the firm or ceasing financial interests. • Meeting cadence: At least one regular meeting is required each quarter, with additional sessions convened as needed by the chair or at the request of two members, the Board or its chair. A quorum requires two-thirds attendance; resolutions pass by simple majority. • Core responsibilities: – Recommend appointment, renewal or dismissal of external auditors and approve audit fees and scope. – Monitor auditor independence, review provision of non-audit services and meet auditors without management at least twice annually. – Scrutinise annual, interim and—if prepared—quarterly financial statements, including changes in accounting policies, major judgements, and compliance with PRC and HKEX requirements. – Oversee the integrity and effectiveness of financial reporting, internal control and risk management systems, ensuring a formal review at least once a year. – Direct internal audit planning, evaluate audit results and follow-up actions, and assess internal audit resourcing. – Review risk management strategies, major decision risks, compliance with legal and regulatory requirements, and accountability for illegal operations or investments. – Recommend appointments or dismissals of the financial controller and audit department head. – Maintain confidential whistle-blowing channels and monitor subsequent investigations.
• Decision authority: Board resolutions on key matters—such as financial disclosures, auditor engagement or dismissal, and accounting policy changes—require majority approval of all committee members. • Resources: The committee may obtain necessary information from internal departments and engage external advisers at the company’s expense. • Disclosure: Any divergence between the Board and the committee on auditor matters must be explained in the Corporate Governance Report.
The revised terms become effective upon Board approval, simultaneously repealing the previous version issued under document number China Communication Signal Director’s Office [2025] No. 271.
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