Asia Standard International Group Asia Standard International Group
HOME Site Map English 繁體 簡体
Reports
Announcement
Terms of Reference
Documents for Inspection
Enquiry
Investor Relations
Audit Committee Remuneration Committee  
print
Audit Committee
   
Membership
The Committee shall be appointed by the Board from amongst the Non-executive Directors of the Company and shall consist of not less than three members, a majority of whom should be independent. At least one of the independent directors shall have appropriate professional qualifications or accounting or related financial management expertise as required under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. A quorum shall be two members.
   
The Chairman of the Committee shall be appointed by the Board and should be an independent director.
 

Attendance at meetings
Attendees shall normally include Committee's members, the Finance Director, the Head of Internal Audit (where an internal audit function exists) and a representative of the external auditors. Other Board members shall also have the right of attendance. Other individuals from finance and accounting functions may be invited to attend all or part of any meeting as and when appropriate. However, at least once a year the Committee shall meet with the external and internal auditors (if any) without executive Board members present.
   
The Company Secretary shall be the secretary of the Committee. The secretary of the Committee or in his absence, his representative or any one member, shall be the secretary of the meetings of the Committee.
 
Frequency of Meetings
 
Meetings shall be held not less than twice a year. Any member of the Committee or the Finance Director can convene a meeting from time to time. The external auditors may request a meeting if they consider that one is necessary.
 
Notice of Meetings
 
Notice of meetings shall be given to all members of the Committee at least 3 days before the meeting.
 
Authority
 
The Committee is authorized by the Board to investigate any activity within its terms of reference. It is authorized to seek any information it requires from any employee and all employees are directed to co-operate with any request made by the Committee.
   
 
The Committee is authorized by the Board to obtain outside legal or other independent professional advice and to secure the attendance of outsiders with relevant experience and expertise if it considers this necessary.
 
Duties
 
The duties of the Committee shall be:
   
 
Relationship with the Company's auditors
 
  1. to be primarily responsible for making recommendation to the Board on the appointment, reappointment and removal of the external auditor, and to approve the remuneration and terms of engagement of the external auditor, and any questions of resignation or dismissal of that auditor;

  2. to review and monitor the external auditor's independence and objectivity and the effectiveness of the audit process in accordance with applicable standard. The Audit Committee should discuss with the auditor the nature and scope of the audit and reporting obligations before the audit commences;

  3. to develop and implement policy on the engagement of an external auditor to supply non-audit services. For this purpose, external auditor shall include any entity that is under common control, ownership or management with the audit firm or any entity that a reasonable and informed third party having knowledge of all relevant information would reasonably conclude as part of the audit firm nationally or internationally. The Audit Committee should report to the Board, identifying any matters in respect of which it considers that action or improvement is needed and making recommendations as to the steps to be taken;
   
 
Review of financial information of the Company
 
  1. to monitor integrity of financial statements of the Company and the Company's annual report and accounts, half-year report and, if prepared for publication, quarterly reports, and to review significant financial reporting judgments contained in them. In this regard, in reviewing the Company's annual report and accounts, half-year report and, if prepared for publication, quarterly reports before submission to the Board, the Committee should focus particularly on:
    1. any changes in accounting policies and practices;
    2. major judgmental areas;
    3. significant adjustments resulting from audit;
    4. the going concern assumptions and any qualifications;
    5. compliance with accounting standards; and
    6. compliance with the Exchange Listing Rules and other legal requirements in relation to financial reporting;

  1. In regard to (d) above:
    1. members of the Committee must liaise with the Company's Board of directors and senior management and the Committee must meet, at least once a year, with the Company's auditors; and
    2. the Committee should consider any significant or unusual items that are, or may need to be, reflected in such reports and accounts and must give due consideration to any matters that have been raised by the Company's staff responsible for the accounting and financial reporting function, compliance officer or auditors;
   
  Oversight of the Company's financial reporting system and internal control procedures
 
  1. to review the Company's financial controls, internal control and risk management systems;

  2. to discuss with the management the system of internal control and ensure that management has discharged its duty to have an effective internal control system including the adequacy of resources, qualifications and experience of staff of the Company's accounting and financial reporting function, and their training programmes and budget;

  3. to consider any findings of major investigations of internal control matters as delegated by the Board or on its own initiative and management's response;

  4. to consider any findings of major investigations of internal control matters as delegated by the Board or on its own initiative and management's response;

  5. to review the Group's financial and accounting policies and practices;

  6. to review the external auditor's management letter, any material queries raised by the auditor to management in respect of the accounting records, financial accounts or systems of control and management's response;

  7. to ensure that the Board will provide a timely response to the Company raised in the external auditor's management letter;

  8. to report to the Board on the matters set out in this code provision; and

  9. to consider other topics, as defined by the Board.
   
Reporting procedures
 
The secretary shall circulate the minutes of meetings and reports of the Committee to all members of the Board
© Asia Standard International Group Limited 2010. All Rights Reserved. [ Disclaimer ]