Chinasoft International Limited has released an updated version of its Audit Committee Terms of Reference, marking the fourth revision since the committee’s establishment on 2 June 2003. The latest amendments, effective 8 April 2026, expand the committee’s mandate and reinforce compliance with Hong Kong Listing Rules and the Corporate Governance Code.
Key revisions and highlights:
1. Membership and Expertise • The committee will continue to comprise at least three non-executive directors, with a majority being independent. • At least one independent member must possess professional qualifications or accounting expertise as required by Listing Rule 3.10(2). • Collective knowledge requirements now explicitly include ESG-related risks.
2. Expanded Authority • The committee is empowered to investigate suspected fraud, internal control failures and Listing Rule breaches, and to report findings directly to the Board. • It may obtain independent professional advice at the company’s expense and meet external or internal auditors without management present.
3. Enhanced Duties • Annual review of risk management and internal control systems must now cover ESG-related risks. • Oversight responsibilities extend to whistle-blowing, anti-fraud, anti-bribery and corruption policies, with emphasis on fair and independent investigations. • The committee must assess the effectiveness of both external and internal audit processes, including audit planning quality and professional skepticism.
4. Meeting Requirements • A minimum of two meetings per year remains mandatory, with at least one session held separately with each of the external and internal auditors. • Notice periods have been specified: seven days for meeting notices and three days for circulation of papers, unless otherwise agreed.
5. Reporting and Transparency • Detailed minutes must capture dissenting views and be circulated promptly to all directors. • The committee’s terms of reference will be available on both the company’s and the Stock Exchange’s websites, ensuring shareholder access. • The Audit Committee Chair is required to attend annual general meetings to address questions on committee activities.
6. Regular Review • The terms of reference will be reviewed at least annually, with any changes subject to Board approval and immediate publication.
By broadening its scope to encompass ESG oversight and tightening procedural guidelines, Chinasoft International aims to strengthen governance standards and align more closely with evolving regulatory expectations.