EPIWORLD has released an updated “Terms of Reference of the Audit Committee of the Board of Directors,” effective upon Board approval in May 2026, detailing a reinforced framework for audit supervision and corporate governance.
The Audit Committee is constituted as a specialised body under the Board, tasked with communication, supervision and verification of both internal and external audits. All members must be non-executive directors, with independent non-executive directors forming the majority; at least one must possess recognised accounting or financial expertise. A former partner of the company’s external auditor is barred from membership for two years after leaving that role or ceasing any financial interest in the auditor.
Key mandates include: • Auditor oversight: Recommending appointment, re-appointment or removal of external auditors, approving their remuneration and engagement terms, and assessing their independence. • Financial reporting review: Monitoring integrity of annual, interim and, where applicable, quarterly financial statements, with specific focus on accounting policy changes, major judgements, audit adjustments, going-concern assumptions and regulatory compliance. • Internal control and risk management: Evaluating the effectiveness of financial controls, risk management and internal audit systems, and ensuring adequate resources and expertise within the finance function. • Whistle-blower mechanisms: Reviewing arrangements that allow employees to report improprieties in financial reporting or controls, and ensuring impartial investigation and follow-up. • Reporting obligations: The Committee will report its deliberations and recommendations to the Board after each meeting and act as the key liaison with external auditors.
Operational guidelines stipulate: • A minimum of three non-executive directors, with terms aligned to the Board’s tenure. • The Committee must meet at least twice a year with external auditors present and without executive directors in attendance. • Decisions require a two-thirds quorum and majority approval; written resolutions signed by all members are deemed valid. • Meeting minutes must be prepared promptly and made available for directors’ review. • Confidentiality is mandatory for all participants, with provisions to engage external advisors at the company’s expense when necessary.
The document aligns with the Company Law of the People’s Republic of China, Hong Kong Listing Rules and EPIWORLD’s Articles of Association, reinforcing transparency and accountability across the group’s governance structure.
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