Public Financial Holdings Limited released an updated Terms of Reference (TOR) for its Audit Committee, outlining expanded responsibilities aimed at reinforcing the integrity of the Group’s financial reporting process, internal controls and risk-management framework.

The revised charter requires the Committee to be composed exclusively of non-executive directors, with a minimum of three members and a majority being independent. At least one member must possess professional accounting or financial management expertise, while the chair must be an Independent Non-Executive Director with a background in accounting, banking or a related financial industry. A minimum three-year cooling-off period applies to former audit-firm partners before they can join the Committee.

Key authorities conferred include unrestricted access to Group information, the power to obtain independent legal or professional advice at the company’s expense, and direct communication with employees and external parties. The Committee is expressly authorised to oversee the appointment, remuneration and performance evaluation of both internal audit leadership and external auditors, as well as to approve or veto the provision of non-audit services by the external audit firm.

The TOR enumerates detailed responsibilities such as: • Monitoring integrity of annual, half-year and, where applicable, quarterly financial statements, with focus on policy changes, major judgement areas, audit adjustments, going-concern assessments, and compliance with Hong Kong Listing Rules and accounting standards. • Reviewing adequacy and effectiveness of financial controls, risk-management systems, anti-corruption measures, the whistleblowing mechanism and overall governance processes. • Approving internal audit plans, budgets and staffing, ensuring adequate resources, and reviewing regular internal audit reports and management responses. • Establishing mechanisms to assess internal audit performance, address disagreements between internal audit and management, and follow up on remediation of control deficiencies. • Acting as the principal liaison with external auditors and regulators and reporting significant findings and remediation progress to the Board.

Operationally, the Committee must meet at least four times a year, hold separate sessions with external and/or internal auditors without management present at least annually, and achieve quorum with no fewer than two Independent Non-Executive Directors. Minutes of all meetings will be tabled to the Board.

The TOR will undergo annual review—or more frequently if needed—by the Internal Audit Department, with any amendments subject to Committee concurrence and Board approval. The current version is dated September 2026.