China Communications Construction Company Limited (China Comm Cons) has released an updated version of the “Terms of Reference of the Audit and Risk Committee of the Board of Directors,” marking the sixth amendment to the charter since its initial adoption on 8 October 2006. The latest revision was approved at the 8th meeting of the sixth Board session on 27 August 2026 and takes effect immediately upon Board approval.
Key structural provisions: • Composition – The Audit and Risk Committee (the Committee) must comprise no fewer than three non-executive directors, with independent directors forming a majority. Employee directors may serve as members. • Chairmanship – The Committee chair must be an independent director with an accounting background and is responsible for convening meetings, supervising committee operations and reporting to the Board. • Tenure – Committee members serve coterminous three-year terms with the Board. Independent directors may not serve more than six consecutive years.
Core responsibilities: • Financial reporting – The Committee reviews all periodic financial statements, focusing on material accounting estimates, policy changes, audit adjustments, going-concern assumptions and compliance with Hong Kong Listing Rules and PRC accounting standards. • External audit – It recommends appointment, re-appointment or removal of external auditors, oversees auditor independence, sets audit fees and maintains a mandatory two-way communication mechanism that includes at least two meetings per year without management present. • Internal audit – It guides the internal audit function, approves annual audit plans, monitors implementation and follow-up on findings, and participates in the assessment of the chief auditor. • Internal control & risk – The Committee conducts semi-annual inspections of major transactions, fund flows and related-party dealings, and issues written assessments on the effectiveness of internal controls. • Supervisory powers – In line with PRC Company Law, the Committee can inspect the company’s financial status, supervise directors and senior management, convene extraordinary Board or shareholder meetings, and recommend dismissals for regulatory or fiduciary breaches.
Operational mechanics: • Meeting frequency – At least quarterly, with extraordinary meetings to be convened within seven days upon request from the Board, the Committee chair or two members. A two-thirds quorum is required. • Voting – Resolutions pass by simple majority; members with conflicts must abstain. • Documentation – Minutes, resolutions and related documents are archived permanently.
Support structure: • A dedicated Work Team—led by a senior executive overseeing audit—provides research, coordination and reporting. Departments spanning audit, finance, legal, compliance and the Board Office supply data and logistical backing. • The company will bear all expenses incurred in the Committee’s performance of its duties.
By strengthening the Committee’s mandate—spanning financial scrutiny, audit coordination, risk oversight and supervisory authority—China Comm Cons aims to enhance governance, transparency and accountability ahead of future strategic initiatives and regulatory developments.