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TRs - Audit Committee

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4 pages

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Terms of Reference of the Audit Committee of Shanghai Commercial Bank Limited Membership The members of the Committee shall be appointed by the Board from amongst the non-executive directors of the Bank and shall consist of not less than three members, the majority of whom should be independent non-executive directors and at least one of whom should be a representative from the majority shareholder. A quorum shall be two members. The Chairman of the Committee shall be an independent non-executive director of the Bank and shall be appointed by the Board. Attendance at meetings The Chief Executive, the Chief Financial Controller, the Chief Auditor, and representative(s) of the external auditors shall normally attend meetings. Other Board members shall also have the right of attendance. However, at least once a year, the Committee shall meet with the external auditors without executive Board members present. The Corporate Secretary shall be the secretary of the Committee. Frequency of meetings Meetings shall be held quarterly. The external auditors may request a meeting if they consider it necessary. Authority The Committee is authorized by the Board to investigate any activity within its terms of reference. It is authorized to seek any information it requires from any employee and all employees are directed to co-operate with any request made by the Committee. The Committee is authorized by the Board to obtain outside legal or other ...

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Nombre de lectures	24
Langue	English

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Terms of Reference of the Audit Committee of Shanghai

Commercial Bank Limited

Membership

The members of the Committee shall be appointed by the Board from

amongst the non-executive directors of the Bank and shall consist of not

less than three members, the majority of whom should be independent

non-executive directors and at least one of whom should be a

representative from the majority shareholder.

A quorum shall be two

members.

The Chairman of the Committee shall be an independent non-executive

director of the Bank and shall be appointed by the Board.

Attendance at meetings

The Chief Executive, the Chief Financial Controller, the Chief Auditor,

and representative(s) of the external auditors shall normally attend

meetings.

Other Board members shall also have the right of

attendance.

However, at least once a year, the Committee shall meet

with the external auditors without executive Board members present.

The Corporate Secretary shall be the secretary of the Committee.

Frequency of meetings

Meetings shall be held quarterly.

The external auditors may request a

meeting if they consider it necessary.

Authority

The Committee is authorized by the Board to investigate any activity

within its terms of reference.

It is authorized to seek any information

it requires from any employee and all employees are directed to

co-operate with any request made by the Committee.

The Committee is authorized by the Board to obtain outside legal or

other independent professional advice and to secure the attendance of

outsiders with relevant experience and expertise if it considers this

necessary.

Duties

The duties of the Committee shall be:

(a)

to be primarily responsible for making recommendations to the

Board on the appointment, reappointment and removal of the

external auditors, and to approve the remuneration and terms of

engagement of the external auditors, and any questions of

resignation or dismissal of the external auditors;

(b)

to review and monitor the external auditors’ independence and

objectivity and the effectiveness of the audit process in

accordance with applicable standard.

The Committee should

discuss with the auditors the nature and scope of the audit and

reporting obligations before the audit commences, and ensure

co-ordination when more than one audit firm is involved;

(c)

to decide on the engagement of an external auditor to supply

non-audit services.

The Committee should report to the Board,

identifying any matters in respect of which it considers that

action or improvement is needed and making recommendations

as to the steps to be taken;

(d)

to monitor integrity of the interim and annual financial

statements before submission to the Board, and to review

significant financial reporting judgments contained in them,

focusing particularly on:-

(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 legal requirements in relation to

financial reporting;

(e)

In regard to (d) above:-

(i)

members of the Committee must liaise with the Board of

Directors, the Chief Executive, the Chief Financial

Controller and the Chief Auditor and the Committee

must meet, at least once a year, with the Bank’s external

auditors; and

(ii)

the Committee should consider any significant or

unusual items that are, or may need to be, reflected in

such reports and accounts and must give due

consideration to any matters that have been raised by the

Chief of Legal, Compliance & Risk Management, the

Chief Financial Controller, the Chief Auditor, or

external auditors;

(f)

to be primarily responsible for making recommendations to the

Board on the appointment of the Chief Auditor;

(g)

to approve the audit charter and the audit policy and procedures

drawn up and updated periodically by the Chief Auditor;

(h)

to approve, periodically, the annual audit plan as well as the

manpower and financial resources required by the Chief

Auditor;

(i)

to review significant recommendations made by the Chief

Auditor and management plans for their implementation;

(j)

to review the Bank’s financial controls, internal control and risk

management systems, and to discuss with the Chief Executive,

the Chief Financial Controller and the Chief Auditor, as well as

the Chief of Legal, Compliance & Risk Management whenever

needed, the system of internal control and to ensure that the

management has discharged its duties to have an effective

internal control system including the adequacy of resources,

qualifications and experience of staff of the Bank’s accounting

and financial reporting function, and their training programmes,

budget and etc.;

(k)

to consider any findings of major investigations of internal

control matters as delegated by the Board or on its own initiative

and management’s response;

(l)

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

Bank, and to review and monitor the effectiveness of the

internal audit function;

(m)

to review the effectiveness of the Bank’s internal control

systems and procedures at least once a year;

(n)

to review the Group’s financial and accounting policies and

practices;

(o)

to review the external auditors’ management letter, any material

queries raised by the auditors to the management in respect of

the accounting records, financial accounts or systems of control

and management’s response;

(p)

to ensure that the management will provide a timely response to

the issues raised in the external auditors’ management letter;

(q)

to act as the key representative body for overseeing the Bank’s

relation with the external auditors;

(r)

to consider other topics, as defined by the Board.

Reporting procedures

The secretary shall send the minutes of meetings of the Committee to

all members of the Board.

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