Nanshan Aluminium International Holdings Limited (Nanshan Aluminium International) has released the updated “Terms of Reference for the Audit Committee,” adopted on 26 March 2026, detailing a strengthened governance structure and expanded oversight responsibilities.
The Audit Committee, constituted on 10 March 2025, must comprise at least three non-executive directors, with a majority being independent. At least one member is required to possess recognised professional qualifications in accounting or related financial management. A cooling-off period of two years applies to any former partner of the Company’s current external auditor before joining the Committee, underscoring an emphasis on auditor independence.
Key governance enhancements include: • Meetings: A minimum of two sessions per year, with the flexibility for additional meetings at the request of any committee member or the external auditors. Quorum is set at two members, and teleconference participation is permitted. • Authority & Resources: The Committee is empowered to investigate any matter within its remit, access all Company information, and engage external professional advisers at the Company’s expense. • Auditor Oversight: Primary responsibility for recommending the appointment, re-appointment, or removal of the external auditor, monitoring auditor independence, and approving both audit and non-audit engagement terms. • Financial Reporting Review: Mandatory scrutiny of annual, half-year, and—if prepared—quarterly reports, with explicit focus on accounting policy changes, major judgments, adjustments, going-concern assumptions, and compliance with Hong Kong Listing Rules. • Risk Management & Internal Controls: Annual evaluation of financial controls, risk management (including ESG‐related risks), and internal control systems, with specific attention to resource adequacy, control deficiencies, and remediation measures. • Corporate Governance Functions: Ongoing development and review of policies on corporate governance, regulatory compliance, director and senior management training, and whistle-blowing arrangements.
The Audit Committee will report its findings directly to the Board, maintain detailed meeting minutes via the Company Secretary, and assess its own effectiveness and these terms annually, ensuring transparency through publication on both the Stock Exchange and corporate websites.
By codifying these comprehensive responsibilities, Nanshan Aluminium International aims to reinforce board oversight, safeguard auditor independence, and enhance overall governance standards in line with Hong Kong regulatory requirements.
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