China International Capital Corporation Limited (the “Company”) has released updated Terms of Reference for its Audit Committee, highlighting new directives for committee structure, meeting procedures, and supervisory responsibilities.

The updated document clarifies that the Audit Committee is composed of non-executive directors, with a minimum of three members and the majority being independent directors. At least one independent director must possess professional qualifications or expertise in accounting or financial management, and the committee is chaired by an independent director specializing in accounting.

Key duties outlined include reviewing financial disclosure and ensuring the accuracy and integrity of periodical financial statements. The Audit Committee is authorized to oversee both internal and external audit processes, evaluate internal control systems, and maintain direct communication between internal and external auditors. It can also recommend appointments and dismissals of auditors and manage the engagement of external auditors for non-audit services.

In terms of governance, the document specifies that meetings are to be held quarterly, with extraordinary sessions convened as needed. An authorized quorum is met when two-thirds or more of the committee members are present, and decisions require a majority vote. The Audit Committee’s scope also extends to supervising the performance of directors and senior management, with the authority to propose removal of those who violate regulations or breach their responsibilities.

The revised Terms of Reference stipulate that the Audit Committee must periodically report its decisions and recommendations to the board of directors, and it may also engage external professionals when appropriate. Finally, any amendments to these rules become effective only upon board approval, ensuring alignment with applicable laws, regulations, and the Company’s Articles of Association.