FWD Group Holdings Limited (stock code: 01828) disclosed the full Terms of Reference for its Audit Committee, detailing governance enhancements across financial reporting, internal audit, risk management and oversight of external auditors.

Key Highlights

1. Establishment and Authority • The Audit Committee was constituted by Board resolution on 19 February 2022. • Empowered to investigate any activity within its mandate, obtain external professional advice at the Company’s expense and access all information from Directors, Executive Committee members and employees. • May delegate authority to the Group CEO or any other person when appropriate.

2. Core Objectives • Independently review the integrity of financial statements and other disclosures. • Assess the adequacy and effectiveness of risk management and internal control systems. • Oversee the ongoing effectiveness of the internal audit function.

3. Membership Structure • Minimum of three non-executive Directors; a majority must be independent non-executive Directors (INEDs). • At least one INED must possess professional qualifications or accounting/financial management expertise, as required by Hong Kong Listing Rules. • The Audit Committee Chairman must be an INED; former partners of the Company’s current audit firm are ineligible for two years after leaving the firm.

4. Meeting Protocols • Minimum of four meetings annually; quorum set at three members with an INED majority. • Separate sessions held periodically with Executive Committee members, the Independent Auditor, Group Chief Compliance Officer and Group Chief Internal Auditor. • The Group CFO, CRO, CCO, CA, GC, CIA and Independent Auditor are normally invited to attend.

5. Principal Responsibilities Financial Reporting • Monitor integrity of annual, half-yearly and (if prepared) quarterly financial statements, focusing on accounting policies, major judgmental areas, reserve adequacy and compliance with Listing Rules. • Liaise with the Independent Auditor and management on significant or unusual items; approve release of final financial statements and related press materials after Board review.

Internal Audit • Approve the internal audit charter and three-year workplan; ensure sufficient resources, unrestricted access and effective follow-up of audit findings. • Recommend appointment, removal and remuneration of the Group Chief Internal Auditor.

External Audit • Recommend selection, appointment, reappointment or removal of the Independent Auditor; approve remuneration and engagement terms. • Assess auditor independence, objectivity and performance; oversee engagement for non-audit services.

Risk Management and Internal Controls • Evaluate the adequacy and effectiveness of the Group’s budgeting, financial control, risk management and internal control frameworks. • Ensure coordination between internal and external audit functions and with the Board Risk Committee. • Oversee whistle-blowing procedures for confidential reporting of improprieties and ensure proper investigation and follow-up.

6. Reporting and Transparency • Full minutes are kept, circulated promptly to members and made available for Director inspection. • The Committee reports to the Board on all decisions and recommendations and will publish these Terms on the Company and Hong Kong Stock Exchange websites.

The formalisation of the Audit Committee’s remit underscores FWD’s commitment to robust corporate governance and regulatory compliance in Hong Kong’s capital markets.