Dragon Gold Mining Limited (DRAGON MINING) has released an updated Terms of Reference for its Audit and Risk Management Committee, detailing a comprehensive governance framework designed to enhance financial oversight, risk management and audit independence.
Membership and Structure • The Committee must comprise at least three non-executive directors, with a majority being independent. • At least one independent non-executive director (INED) is required to possess professional qualifications in accounting or related financial management, in line with Hong Kong Listing Rule 3.10(2). • The Board will appoint an INED as committee chair and may remove, suspend or replace members by resolution. • A former partner of the Company’s current audit firm cannot join the Committee for two years after leaving the firm or relinquishing any financial interest in it, whichever is later.
Meeting Frequency and Quorum • Meetings will be held no fewer than twice a year; additional meetings can be convened at the request of the external auditor or any Committee member. • A quorum is set at two Committee members. • The Chief Financial Officer and a representative of the external auditor are normally invited; private sessions with auditors may be held without executive management present.
Authority and Resources • The Committee is empowered to obtain any information from employees and to report suspected fraud, control failures or legal infringements directly to the Board. • It can engage external legal or professional advisors at the Company’s expense, consistent with the Company policy for director advisory services. • Sufficient resources must be provided to enable the Committee to perform its duties.
Key Responsibilities 1. External Audit Oversight – Recommending appointment, re-appointment, removal and remuneration of the external auditor. – Reviewing audit scope, engagement letters and audit plans. – Monitoring auditor independence, including annual reviews of non-audit services, fee levels and partner rotation.
2. Financial Reporting Review – Examining integrity of annual, half-year and, if applicable, quarterly financial statements, focusing on changes in accounting policies, major judgmental areas, significant adjustments, going-concern assumptions and compliance with accounting standards and Listing Rules.
3. Risk Management and Internal Control – Assessing the adequacy and effectiveness of the Company’s financial controls, risk management and internal control systems. – Reviewing internal audit plans, resources and findings, and ensuring coordination between internal and external auditors. – Overseeing the whistle-blower mechanism and related investigation procedures.
Reporting and Disclosure • Findings, recommendations and decisions are submitted to the Board at its next meeting. • The Board must explain any divergence from Committee recommendations on auditor matters in the Corporate Governance Report. • The Terms of Reference will be available on both the Stock Exchange of Hong Kong and Company websites and will be updated to reflect regulatory changes.
The revised charter, effective as of 2 September 2026, underscores DRAGON MINING’s commitment to robust corporate governance and transparent financial reporting.