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Audit Committee

Terms of Reference

Functions and Objectives

The Audit Committee (the “Committee”) is appointed by the General Committee (GC) of the Chamber with a view to assisting GC in overseeing and reviewing:

- the effectiveness of the Chamber’s internal control, risk management system and regulatory compliance;

- the balance, transparency and integrity of the Chamber’s financial statements and the application of financial reporting principles; and

- the relationship with the external auditors and its independence assessment.

Composition

1. The Committee must comprise at least three GC members.

2. The Chairman and members of the Committee shall be appointed by the Chairman’s Committee.

3. The term of appointment for each member shall be two years with option for re-appointment.

4. The Chamber CEO and the Director overseeing financial accounts shall normally attend meetings.

Proceedings

1. Two members shall form a quorum for a meeting.

2. The Committee may invite such other persons to its meetings as it deems necessary.

3. Meetings shall be held not less than twice a year. Special meetings may be convened as required.

4. The Secretary of the Committee shall keep full minutes of all committee meetings.

Duties

1. Internal Control, Risk Management System and Regulatory Compliance

1.1 To review the Chamber’s financial controls, internal control and risk management systems.

1.2 To consider any findings of major investigations of internal control matters as delegated by GC or on its own initiative and management’s response.

1.3 To review the group’s financial and accounting policies and practices.

1.4 To review the external auditors’ management letter, any material queries raised by the auditors to management in respect of the accounting records, financial accounts or systems of control and management’s response.

1.5 To ensure that GC provides a timely response to the issues raised in the external auditors’ management letter.

1.6 To consider other issues as instructed by GC.

2. Review of Financial Information

2.1 To monitor the balance, transparency and integrity of the Chamber’s financial statements, annual reports and accounts, and management reports by ensuring that appropriate accounting principles, practices and reporting standards are followed, and to review significant financial reporting judgments contained therein, with particular focus on:

- any changes in accounting policies and practices;
- major judgmental areas;
- significant adjustments resulting from audit;
- the going concern assumptions and any qualifications; and
- compliance with accounting standards.

2.2 For the purposes of 2.1 above, Committee members must liaise with GC, senior management and external auditors, and must meet with the external auditors at least once a year; and the Committee should consider any significant or unusual items that are, or may need to be, reflected in such reports and accounts and give due consideration to any matters that have been raised by the Company’s staff responsible for the accounting and financial reporting function, or external auditors.

3. Relationship with the External Auditors

3.1 To recommend to GC for the appointment, reappointment and removal of the external auditors, and any questions of resignation or dismissal of that auditors.

3.2 To review and approve the remuneration and terms of engagement of the external auditors.

4. Reporting Responsibilities

4.1 The Committee should regularly update GC about its activities and any matters that may significantly impact on the financial condition or affairs of the business and make appropriate recommendations.

4.2 The Chairman of the Committee or another member of the Committee shall attend the GC meeting at which the financial statements are approved.