46. Project Vanguard Terms of Reference of the Audit Committee

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46. Project Vanguard Terms of Reference of the Audit Committee

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CHINA VANADIUM TITANO-MAGNETITE MINING COMPANY LIMITED (the "Company") TERMS OF REFERENCE A14 OF C.3.4 AUDIT COMMITTEE (the "Committee") Membership 1. The Committee shall be appointed by the board of directors of the Company (the LR3.21 "Board") from amongst the non-executive directors and shall consist of not less than three members, at least one of whom is an independent non-executive director with appropriate professional qualifications or accounting or related financial management expertise as required under Rule 3.10(2) of The Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the "Listing Rules"). 2. The majority of the members of the Committee shall be independent non- LR3.21 executive directors of the Company. 3. The chairman of the Committee shall be appointed by the Board and shall be an LR3.21 independent non-executive director of the Company. 4. The term of membership will be one year from the date of appointment subject to renewal and shall be governed by the provisions of the articles of association of the Company (the "Articles"). 5. The appointment of the members of the Committee may be revoked, and new member can be appointed in place by resolutions passed by the Board and by the Committee. 6. No alternate Committee member can be appointed. Attendance at meetings 7. The Chief Financial Officer of the Group (as at paragraph 18 below hereunder) - 1 - (or ...

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Nombre de lectures	36
Langue	English

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- 1 -

CHINA VANADIUM TITANO-MAGNETITE MINING COMPANY LIMITED

(the

Company

TERMS OF REFERENCE

AUDIT COMMITTEE

(the "

Committee

Membership

The Committee shall be appointed by the board of directors of the Company (the

Board

") from amongst the non-executive directors and shall consist of not less

than three members, at least one of whom is an independent non-executive

director with appropriate professional qualifications or accounting or related

financial management expertise as required under Rule 3.10(2) of The Rules

Governing the Listing of Securities on the Stock Exchange of Hong Kong

Limited (the "

Listing Rules

").

The majority of the members of the Committee shall be independent non-

executive directors of the Company.

The chairman of the Committee shall be appointed by the Board and shall be an

independent non-executive director of the Company.

The term of membership will be one year from the date of appointment subject to

renewal and shall be governed by the provisions of the articles of association of

the Company (the "

Articles

").

The appointment of the members of the Committee may be revoked, and new

member can be appointed in place by resolutions passed by the Board and by the

Committee.

No alternate Committee member can be appointed.

Attendance at meetings

The Chief Financial Officer of the Group (as at paragraph 18 below hereunder)

A14

C.3.4

LR3.21

- 2 -

(or any officer(s) assuming the relevant functions but having a different

designation) and a representative of the external auditors shall normally attend

meetings.

Other Board members may be invited to attend a particular meeting in

order to answer specific questions or concerns. Where an internal audit function

exists, the head of internal audit should normally attend meetings. However, at

least once a year the Committee shall meet with the external and internal auditors

(if any) without the presence of any of the executive directors.

The Company Secretary shall be the secretary of the Committee.

Frequency and proceedings of meetings

Meetings shall be held not less than twice a year.

Additional meetings should be

held as and when the Committee considers necessary.

10.

The chairman of the Committee may convene additional meetings at his

discretion.

11.

The external auditors may also request a meeting if they consider that one is

necessary.

12.

The quorum of a meeting shall be two members of the Committee.

13.

Proceedings of meetings of the Committee shall be governed by the provisions of

the Articles.

Authority

14.

The Committee is granted the authority to investigate any activity within its

terms of reference and all employees are directed to cooperate as requested by

members of the Committee.

15.

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

independent professional advice if deemed required and to invite the attendance

of outsiders with relevant experience and expertise if it considers necessary.

16.

The Committee shall report to the Board on any suspected frauds and

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irregularities, failures of internal control or suspected infringements of laws,

rules and regulations which come to its attention.

Responsibility

17.

The Committee is to serve as a focal point for communication between other

directors, the external auditors and the internal auditors (where an internal audit

function exists) as regards their duties relating to financial and other reporting,

internal controls, external and internal audits and such other financial and

accounting matters as the Board determines from time to time.

18.

The Committee is to assist the Board in providing an independent review of the

effectiveness of the financial reporting process, internal control and risk

management system of the Company and its subsidiaries (the "

Group

"),

overseeing the audit process and performing other duties and responsibilities as

assigned by the Board.

Duties, powers and functions

19.

The Committee is to:

Relationship with the Company’s auditors

(a)

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 any questions of resignation or dismissal of that auditor;

(b)

review and monitor the external auditor’s independence and objectivity and

the effectiveness of the audit process in accordance with applicable

standard.

The Committee should discuss with the auditor the nature and

scope of the audit and reporting obligations before the audit commences;

(c)

develop and implement policy on the engagement of an external auditor to

supply non-audit services.

For this purpose, external auditor shall include

any entity that is under common control, ownership or management with

the audit firm or any entity that a reasonable and informed third party

A14

C.3.3 (a)

A14

C.3.3 (b)

A14

C.3.3 (c)

- 4 -

having knowledge of all relevant information would reasonably conclude as

part of the audit firm nationally or internationally.

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)

approve the policies relating to the hiring of employees or former

employees of the external auditors and monitor the application of such

policies to examine whether there has been any impairment of the auditor’s

judgment or independence in respect of the audit;

Review of financial information of the Company

(e)

to monitor integrity of financial statements of the Company and the

Company’s 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 this regard, in reviewing the Company’s

annual report and accounts, half-year report and, if prepared for publication,

quarterly reports before submission to the Board, the Committee should

focus 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 the Listing Rules and other legal requirements in

relation to financial reporting;

(f)

with regard to (e) above:-

(i)

members of the Committee must liaise with the Board and senior

A14

C.3.3 (d)

A14

C.3.3 (e)

A14

C.3.3

Note 2

- 5 -

management and the Committee must meet, at least once a year, with

the Company’s 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

Company’s staff responsible for the accounting and financial reporting

function, compliance officer or auditors;

Oversight of the Company’s financial reporting system and internal control

procedures

(g)

review the Company’s financial controls, internal control and risk

management systems;

(h)

discuss with the management the system of internal control and ensure that

the management has discharged its duty to have an effective internal control

system, including the adequacy of resources, qualifications and the

experience of employees, of the Company’s accounting and financial

reporting function, and their training programmes and budget;

(i)

consider any findings of major investigations of internal control matters as

delegated by the Board or on its own initiative and management’s response;

(j)

where an internal audit function exists, ensure co-ordination between the

internal and external auditors, and ensure that the internal audit function is

adequately resourced and has appropriate standing within the Company, and

review and monitor the effectiveness of the internal audit function;

(k)

review the Group’s financial and accounting policies and practices;

(l)

review the external auditor’s management letter, any material queries raised

by the auditor to management in respect of the accounting records, financial

accounts or systems of control and management’s response;

(m)

ensure that the Board will provide a timely response to the issues raised in

A14

C.3.3 (f)

A14

C.3.3 (g)

A14

C.3.3 (h)

A14

C.3.3 (i)

A14

C.3.3 (j)

A14

C.3.3 (k)

A14

C.3.3 (l)

- 6 -

the external auditor’s management letter;

(n)

report to the Board on the matters set out in these terms of reference;

(o)

consider other matters, as defined by the Board;

(p)

review arrangements by which employees of the Company may, in

confidence, raise concerns about possible improprieties in financial

reporting, internal control or other matters.

The Committee should ensure

that proper arrangements are in place for the fair and independent

investigation of such matters and for appropriate follow-up action; and

(q)

act as the key representative body for overseeing the Company’s relation

with the external auditor.

Reporting Procedures

20.

The Committee should report to the Board on a regular basis.

21.

Full minutes of the Committee meetings should be kept by the secretary of the

Committee.

Draft and final versions of minutes of the Committee meetings

should be sent to all members of the Committee for their comment and records

respectively, in both cases within a reasonable time after the meeting.

The

secretary of the Committee shall circulate the minutes of meetings and all written

resolutions of the Committee to all members of the Board and keeps the Board

informed of the Committee’s activities, decisions and recommendations on a

regular basis.

22.

At the next meeting of the Board following a meeting of the Committee, the

chairman of the Committee shall report to the Board on the findings and

recommendations of the Committee.

The Committee shall present a report to the

Board annually which addresses the work and findings of the Committee during

the year.

23.

Reports to the Board and minutes of the Committee should be approved by the

Committee before submitting to the Board.

A14

C.3.3 (m)

A14

C.3.3 (n)

A14

C.3.7 (a)

A14

C.3.7 (b)

A14

C.3.1

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