Envision Greenwise Updates Audit Committee Charter, Expands Oversight Powers Effective June 2026

Bulletin Express
06/25

Envision Greenwise Holdings Limited has released a revised Audit Committee Terms of Reference that will take effect on 25 June 2026. Key features of the updated charter are as follows:

1. Committee Structure • Membership remains limited to non-executive directors, with a minimum of three members and a majority required to be independent. • At least one member must possess professional qualifications in accounting or related financial management as stipulated by HKEX Listing Rule 3.10(2). • A former partner of the Company’s current audit firm is barred from committee service for two years after ceasing partnership or financial interest. • The Board will continue to appoint the committee chair, who must be an independent non-executive director.

2. Meeting Frequency and Attendance • The committee will meet at least twice a year and may convene more frequently as needed. • Senior management, the head of internal audit and external-audit representatives ordinarily attend; however, the committee must meet with auditors without executive directors present at least once annually.

3. Expanded Authority • The committee is empowered to obtain independent professional advice at the Company’s expense, investigate any activity affecting corporate integrity, and ensure sufficient resources are provided for its duties. • New language authorises the committee to review the effectiveness of risk management across financial, operational and compliance areas for both the Company and its subsidiaries.

4. Duties and Oversight Scope • Core responsibilities include recommending auditor appointment or removal, monitoring auditor independence, and reviewing all periodic financial statements with emphasis on accounting policy changes, judgemental areas, and compliance with HKEX requirements. • Broader oversight now covers corporate governance, director and senior-management training, whistle-blowing policy administration and compliance with legal and regulatory standards. • The committee assumes a dedicated role in monitoring continuing connected transactions, including bi-annual reviews, authority to appoint external advisers, and power to recommend continuation, modification or termination of such transactions.

5. Reporting and Disclosure • Full minutes of all meetings must be maintained and made available to directors. • The committee must report its decisions to the Board unless legal or regulatory constraints apply and is responsible for approving all disclosure statements related to its activities. • The charter mandates annual self-review of the terms of reference, with proposed amendments submitted to the Board for approval.

The revised charter aligns Envision Greenwise’s governance practices with current HKEX Corporate Governance Code provisions and reinforces the committee’s role in safeguarding audit quality, risk management and connected-transaction oversight.

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