Evergreen Intl : Announcement - TERMS OF REFERENCE FOR THE AUDIT COMMITTEE
EVERGREEN INTERNATIONAL HOLDINGS LIMITED
03/27/2012| 05:20pm US/Eastern
TERMS OF REFERENCE FOR THE AUDIT COMMITTEE
(Incorporated in the Cayman Islands with limited liability)
(Adopted by the Company pursuant to the Board resolution
passed on 22 March 2012)
1.1 Members of the Audit Committee shall be appointed by the
board of directors (the
"Board") of the Company.
1.2 The Audit Committee must consist of a minimum of three
members, all of whom must be non-executive directors.
1.3 The majority of the members of the Audit Committee must
be independent non- executive directors ("INEDs"), at least
one of whom must have appropriate professional qualifications
or accounting or related financial management expertise as
required under the Rules Governing the Listing of Securities
on The Stock Exchange of Hong Kong Limited (the "Listing
2.1 The chairman of the Audit Committee shall be appointed by
the Board and must be an INED.
3.1 The members of the Audit Committee shall appoint a
secretary of the Audit Committee. In the absence of the
secretary, his/her delegate(s) or any person elected by the
members present at the meeting of the Audit Committee, shall
attend the meeting of the Audit Committee and take minutes.
4 PROCEEDINGS OF THE AUDIT COMMITTEE
Unless otherwise specified hereunder, the provisions
contained in the Company's Articles of Association (as
amended from time to time) for regulating meetings and
proceedings of directors shall apply to the meetings and
proceedings of the Audit Committee.
4.1.1 The quorum for meetings of the Audit Committee shall be
any two members.
4.2 Frequency of meetings
4.2.1 The Audit Committee shall hold at least two regular
meetings in a year to review and discuss the interim and
annual financial statements of the Company. Additional
meetings of the Audit Committee may be held as and when
4.3 Attendance at meetings
4.2.2 The Audit Committee shall meet with the external
auditors at least twice a year. The external auditors may
request a meeting if they consider necessary.
4.4 Notice of meetings
4.3.1 Members of the Audit Committee may attend meetings of
the Audit Committee either in person or through other
electronic means of communication or in such other manner as
the members may agree.
4.3.2 The Chief Financial Officer, Financial Controller,
other directors, secretary (or his/her delegate(s)), Head of
Internal Audit, relevant senior management and persons(s)
invited by a Committee member and representative(s) of the
external auditors shall normally attend meetings of the Audit
4.4.1 A meeting of the Audit Committee may be convened by any
of its members or by the secretary.
4.5 Minutes of meetings
4.4.2 Unless otherwise agreed by all the members of the Audit
Committee, notice of at least 14 days shall be given for a
regular meeting of the Audit Committee. For all other
meetings of the Audit Committee, reasonable notice shall be
4.4.3 Agenda and accompanying supporting papers shall be sent
to all members of the Audit Committee and to other attendees
as appropriate at least 3 days before the date of the meeting
(or such other period as the members may agree).
4.5.1 Draft and final versions of minutes of Audit Committee
meetings shall be sent to all Audit Committee members for
their comment and records within a reasonable time after the
4.6 Written resolutions
4.5.2 Minutes of the Audit Committee shall be kept by the
secretary and shall be available for inspection by any member
of the Audit Committee or the Board at any reasonable time on
4.6.1 Without prejudice to any requirement under the Listing
Rules, written resolution may be passed and adopted by all
members of the Audit Committee.
5 RESPONSIBILITIES AND AUTHORITIES OF THE AUDIT COMMITTEE
5.1 The responsibilities and authorities of the Audit
Committee shall include such responsibilities and authorities
set out in the relevant code provisions of the Corporate
Governance Code (the "CG Code") as contained in Appendix 14
of the Listing Rules (as amended from time to time).
5.2.1 Relationships with the Company's auditors
5.2 Without prejudice to any requirement under the CG Code,
the duties of the Audit
Committee include the following:
(a) To act as the key representative body for overseeing the
Company's relation with the external auditor, and to be
primarily responsible for making recommendation to the Board
on the appointment, reappointment and removal of the external
auditor, and to approve the remuneration and terms of
engagement of the external auditor, and to consider any
questions of their resignation or dismissal.
5.2.2 Review of the Company's financial information
(b) To review and monitor the external auditor's independence
and objectivity and the effectiveness of the audit process in
accordance with applicable accounting standard, and to
discuss with the auditor the nature and scope of the audit
and reporting obligations before the audit commences.
(c) To develop and implement policy on engaging an external
auditor to supply non-audit services. For this purpose,
"external auditor" includes any entity that is under common
control, ownership or management with the audit firm or any
entity that a reasonable and informed third party knowing all
relevant information would reasonably conclude to be part of
the audit firm nationally or internationally. The Audit
Committee should report to the Board, identifying and making
recommendations on any matters where action or improvement is
(d) To monitor integrity of the Company's financial
statements and annual report and accounts, half-year report
and, if prepared for publication, quarterly reports, and to
review significant financial reporting judgments contained in
them. In reviewing these reports before submission to the
Board, the Audit Committee should focus particularly on:
5.2.3 Oversight of the Company's financial reporting system
and internal control procedures
(i) any changes in accounting policies and practices; (ii)
major judgmental areas;
(iii) significant adjustments resulting from audit;
(iv) the going concern assumptions and any qualifications;
(v) compliance with accounting standards; and
(vi) compliance with the Listing Rules and legal requirements
in relation to financial reporting.
(e) Regarding (d) above:
(i) members of the Audit Committee should liaise with the
Board and senior management and the Audit Committee must
meet, at least twice a year, with the Company's auditors;
(ii) the Audit Committee should consider any significant or
unusual items that are, or may need to be, reflected in the
reports and accounts, it should give due consideration to any
matters that have been raised by the Company's staff
responsible for the accounting and financial reporting
function, compliance officer or auditors.
(f) To review the Company's financial controls, internal
control and risk management systems.
6 REPORTING RESPONSIBILITIES
(g) To discuss the internal control system with management to
ensure that management has performed its duty to have an
effective internal control system. This discussion should
include the adequacy of resources, staff qualifications and
experience, training programmes and budget of the Company's
accounting and financial reporting function.
(h) To consider major investigation findings on internal
control matters as delegated by the Board or on its own
initiative and management's response to these findings.
(i) Where an internal audit function exists, to ensure
co-ordination between the internal and external auditors, and
to ensure that the internal audit function is
adequately resourced and has appropriate standing within the
Company, and to review and monitor its effectiveness.
(j) To review the group's financial and accounting policies
(k) To review the external auditor's management letter, any
material queries raised by the auditor to management about
accounting records, financial accounts or systems of control
and management's response.
(l) To ensure that the Board will provide a timely response
to the issues raised in the external auditor's management
(m) To report to the Board on the matters set out herein. (n)
To consider other topics, as defined by the Board.
(o) To review arrangements employees of the Company can use,
in confidence, to raise concerns about possible improprieties
in financial reporting, internal control or other matters,
and to ensure that proper arrangements are in place for fair
and independent investigation of these matters and for
appropriate follow-up action.
5.3 The Audit Committee shall be provided with sufficient
resources to perform its duties and shall have access to
independent professional advice if necessary.
5.4 All members of the Audit Committee shall have access to
the advice and services of the secretary, and separate and
independent access to the Company's senior management for
obtaining necessary information.
6.1 The Audit Committee shall report back to the Board on
their decisions or recommendations, unless there are legal or
regulatory restrictions on their ability to do so (such as a
restriction on disclosure due to regulatory requirements).
7 ANNUAL GENERAL MEETING
7.1 The chairman of the Audit Committee or in his absence,
another member of the Audit Committee or failing this, his
duly appointed delegate, shall attend the Annual General
Meeting of the Company and be prepared to respond to
questions at the Annual General Meeting on the Audit
Committee's work and responsibilities.
Note: If there is any inconsistency between the English and
Chinese versions of this
Terms of Reference, the English version shall prevail.
This press release was issued by Evergreen International Holdings Ltd. and was initially posted at http://18.104.22.168/listco/hk/evergreen/announcement/a120327.pdf . It was distributed, unedited and unaltered, by noodls on 2012-03-27 23:11:27 PM. The issuer is solely responsible for the accuracy of the information contained therein.