Bank of Qingdao Co., Ltd. has released a revised version of the Terms of Reference for its Audit Committee. The updated framework clarifies the Committee’s purpose, responsibilities, and composition, aiming to strengthen the decision-making process and reinforce the Board of Directors’ supervisory role.
Key details highlight the Committee’s makeup, which requires at least three non-executive directors with the majority as independent directors, including one member with professional accounting expertise. The chairman must be an independent director and should preside over meetings, plan agendas, and ensure transparent discussions. Committee members are tasked with reviewing the Bank’s financial disclosures, supervising internal and external audits, and evaluating internal controls—monitoring compliance with laws and regulations and overseeing the effectiveness of risk management systems.
The revised Terms of Reference emphasize focused oversight of the Bank’s finances and controls. Core responsibilities include recommending the appointment or dismissal of external auditors, ensuring fair auditing procedures, and reviewing the Bank’s significant accounting policies. The document also calls for robust internal audit functions, with guidelines requiring the internal audit department to report directly to the Committee and maintain thorough inspection of capital transactions, related-party dealings, and other significant operational matters. Meetings of the Audit Committee must be held at least quarterly, with provisions for additional sessions when necessary.
The revised rules underscore the Committee’s signing authority on key resolutions before elevating them to the Board, stipulating enhanced coordination between internal and external auditors. Confidentiality is mandated for all meeting participants, while timely and accurate reporting to the Board is required to promote accountability and maintain confidence in the Bank’s governance practices.