Sinopec Kantons (00934) Updates Audit Committee Charter; Strengthens Oversight of Financial Reporting and Risk Management

Bulletin Express
03/16

Sinopec Kantons Holdings Limited has amended and adopted the Terms of Reference of its Audit Committee, effective 16 March 2026. The revised charter clarifies the committee’s composition, meeting protocols, responsibilities, reporting lines and authority, enhancing corporate governance standards.

Key governance changes include: • Membership: The Audit Committee must comprise at least three non-executive directors, with a majority being independent. At least one member must possess professional accounting or related financial expertise. A former partner of the Company’s existing auditing firm is barred from membership for two years after leaving the firm or ceasing any financial interest in it. • Leadership: The Board appoints the chair, who must be an independent non-executive director. • Tenure: The Board determines each member’s term of appointment.

Meeting requirements have been tightened: • Frequency: Minimum of two meetings annually, with the external auditor empowered to request additional sessions. • Notice: Regular meetings require at least 14 days’ notice; adjourned meetings within that period need no further notice. • Quorum: Two members, including at least one independent director. • Voting: Resolutions pass by majority; unanimous written resolutions are deemed valid. • Attendance: Sessions held with external auditors at least twice yearly and once without executive directors present.

Expanded duties reinforce financial oversight: • External auditor relationship: The committee recommends appointment, re-appointment and removal, approves remuneration and terms, and reviews independence, objectivity and audit effectiveness. • Financial reporting: The committee reviews annual, half-year and any quarterly results, focusing on changes in accounting policies, significant judgments, major audit adjustments, going-concern assumptions and compliance with Hong Kong Listing Rules. • Risk management and internal control: Responsibilities cover reviewing financial controls, determining risk appetite, overseeing crisis decision-making processes, and ensuring internal audit resourcing and effectiveness. An annual effectiveness review of all material controls—including ESG factors—is mandated. • Whistleblowing: A policy and confidential system must enable employees and stakeholders to report improprieties, with fair investigation procedures assured. • Reporting: After each meeting, the committee reports formally to the Board.

Authority and resources: The committee may investigate any financial information, obtain required data from employees, and seek independent professional advice at the Company’s expense. It is guaranteed access to sufficient resources to discharge its duties.

These updates align Sinopec Kantons’ governance framework with prevailing best practices, aiming to strengthen transparency, accountability and stakeholder confidence.

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