Medicskin Holdings Limited has released a comprehensive revision of its Audit Committee Terms of Reference, setting new governance parameters that take effect on 22 June 2026.
Key Structural Changes • Composition: The committee will comprise a minimum of three non-executive directors, with the majority—and the chair—required to be independent non-executive directors. At least one member must hold professional accounting or related financial management qualifications in line with GEM Listing Rule 5.05(2). • Cooling-Off Period: Any former partner of the Group’s current audit firm is barred from committee membership for two years after leaving the firm or relinquishing any financial interest in it. • Quorum & Meetings: A quorum of two members is mandated, and at least four meetings must be convened per financial year. Meetings may be conducted via teleconference or other electronic means.
Expanded Authority • Investigative Powers: The committee is empowered to investigate any Group activity within its remit and may access all necessary information from management or employees. • Audit Oversight: It can recommend the appointment, re-appointment, or removal of external auditors, approve their remuneration, and, if needed, request the Board to convene a special general meeting to dismiss auditors. • Internal Controls: The committee may review and recommend enhancements to the Group’s internal control and risk-management systems and can commission special investigations into suspected fraud or control breaches.
Core Responsibilities • Financial Reporting: The committee will scrutinise annual, half-year and quarterly financial statements, focusing on accounting policy changes, significant judgments, audit adjustments, going-concern assumptions, and compliance with GEM Listing Rules. • Risk Management: Regular evaluations of the effectiveness of financial controls, risk-management frameworks and internal audits are mandated, including assessment of staffing adequacy and resource allocation. • Whistleblowing: A formal whistleblowing mechanism must be maintained to allow employees and external stakeholders to report improprieties confidentially and anonymously. • Stakeholder Communication: The committee acts as the primary liaison between the Board and external auditors and must report regularly to the Board. The chair—or a designated member—will attend annual general meetings to address shareholder queries.
Documentation & Transparency Minutes of all meetings will be compiled by the company secretary and circulated to Board members, subject to conflict-of-interest or legal constraints. The full Terms of Reference will be accessible on both the Stock Exchange and company websites to ensure stakeholder transparency.
The updated charter reinforces Medicskin’s governance framework by sharpening audit oversight, deepening risk-management duties and strengthening mechanisms for accountability across the Group.