MGM China Holdings Limited (Stock Code: 02282) released an updated version of the Audit Committee Terms of Reference, originally adopted on 16 February 2012 and subsequently amended on 5 November 2015 and 19 March 2026. The document outlines a comprehensive governance framework designed to reinforce risk management, internal control, and financial reporting integrity across the Group.
Key Highlights
1. Purpose and Authority • The Audit Committee is mandated to ensure effective risk management and internal control systems, oversee both internal and external audit functions, and safeguard the integrity of the Group’s financial statements. • The Committee is empowered to investigate any activity within its remit, demand information from employees, and obtain independent professional advice when necessary.
2. Composition and Independence • Membership: Minimum of three Non-Executive Directors, with a majority being Independent Non-Executive Directors (INEDs). • Chairperson: Must be an INED. • Expertise: At least one INED must possess professional accounting or related financial management qualifications. • Cooling-off Period: Former partners of the Company’s external auditor are barred from Committee service for two years after leaving the firm or divesting financial interests, whichever is later. • Quorum: Two members.
3. Meeting Frequency and Procedures • The Committee will convene at least twice annually and additional sessions as required. • It must meet the external auditor at least twice a year and once without management present. • Written resolutions signed by all members carry the same authority as in-person meetings.
4. Core Responsibilities a) External Auditor Oversight – Recommend appointment, re-appointment, or removal of the external auditor and approve remuneration. – Monitor auditor independence, scope, and effectiveness, including policies on hiring former audit-firm employees and engaging the auditor for non-audit services.
b) Financial Reporting Review – Scrutinize annual, half-year, and, if prepared, quarterly reports, focusing on changes in accounting policies, significant judgements, audit adjustments, going-concern assumptions, and compliance with accounting standards and Hong Kong Listing Rules. – Liaise with management and auditors to address significant or unusual items.
c) Risk Management & Internal Control – Review financial controls and, unless handled by the Board, overall risk management and internal control systems. – Ensure adequate resources, staff qualifications, training, and budget for the accounting and financial reporting function. – Coordinate internal and external audit activities and assess internal audit effectiveness.
d) Additional Duties – Investigate suspected fraud, irregularities, or control failures and monitor whistle-blowing arrangements. – Prepare and submit reports to the Board, including recommendations derived from audit findings.
5. Reporting & Record-Keeping • The Committee reports its findings and recommendations to the Board after each meeting. • Full minutes are maintained by the company secretary, with draft and final versions circulated to members promptly.
The updated Terms of Reference are available on both MGM China’s and the Hong Kong Stock Exchange’s websites, underscoring the Group’s commitment to robust corporate governance and transparent financial stewardship.
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