2. Audit Committee
An Audit Committee was established by the Board in 1999, which
now comprises four Independent Non-Executive Directors with
appropriate academic and professional qualifications or related
financial management expertise, namely Dr H.K. Cheng (Chairman of
the Committee), Ms Laura L.Y. Chen, Prof P.W. Liu and Mr Dominic
C.F. Ho. Under the CG Code, it is required that meetings are held at
least two times a year with the external auditor. Separate meetings
will also need to be held with the external auditor (in the absence
of management) as and when required. The Audit Committee has
exceeded the CG Code and has held four meetings for the purpose
of, inter alia, discussing the nature and scope of internal audit work
and assessing the Group’s internal controls in 2012. Moreover, the
Committee met the external auditor four times in 2012 without the
presence of the Executive Board members.
The terms of reference explaining the Committee’s role and authority,
which have been reviewed and revised with reference to the New
Corporate Governance Code to include duties regarding corporate
governance functions and as a minimum the specific duties as stipulated
in the Listing Rules were adopted by the Board and are available on
both our website and the website of HKEx.
The Committee is authorized by the Board to investigate any activity
within its terms of reference; to seek any information it requires from
any employee and all employees are directed to co-operate with any
requests made by the Committee; to obtain outside legal or other
independent professional advice; and to secure the attendance of
outsiders with relevant experience and expertise to their meetings
if necessary. Sufficient resources are provided to the Committee to
discharge its duty.
In 2012, the Audit Committee has performed, inter alia, the following:
• reviewed and obtained explanation from management and
the external auditor on the interim and annual results, including
causes of changes from the previous accounting period, effects
on the application of new accounting policies, compliance with the
Listing Rules and relevant legislation, and any audit issues, before
recommending their adoption by the Board;
2.
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