Sky Blue 11 Company Limited has released an updated set of Terms of Reference for its Audit Committee, reflecting amendments dated 28 September 2026 (previously revised on 17 March 2016 and originally adopted on 2 March 2012).

Key highlights:

1. Committee Composition • Minimum of three non-executive directors, with a majority being independent. • At least one member must possess appropriate professional qualifications or accounting expertise. • Former partners of the Company’s current external audit firm are barred from committee membership for two years after ending their partnership or financial interest. • Independent directors serving beyond nine years require separate shareholder approval with explicit justification of continued independence.

2. Leadership and Administration • The chairman must be an independent non-executive director. • The company secretary acts as committee secretary; minutes must be circulated promptly and kept available for inspection. • Quorum set at two members; at least two regular meetings are required annually, including a minimum of two sessions with external auditors.

3. Expanded Responsibilities and Authority • Acts as the primary body overseeing the external auditor relationship, including appointment, remuneration and independence assessments. • Mandated to review interim and annual financial statements, focusing on accounting policy changes, judgmental areas, significant adjustments, going-concern assumptions and regulatory compliance. • Charged with annual evaluation of the Company’s financial controls, risk management and internal control systems, encompassing Environmental, Social and Governance (ESG) risks. • Ensures adequate resources, qualifications and budget for accounting, financial reporting, internal audit and ESG reporting functions.

4. Internal Audit and Whistleblowing • Confirms the existence—or annual reassessment—of an internal audit function. • Requires establishment of a whistleblowing policy that allows employees, customers and suppliers to confidentially report potential improprieties directly to the committee. • Directs the Company to formulate policies supporting anti-corruption laws and regulations.

5. Reporting and Resources • The committee must report its decisions to the Board, with sufficient resources and independent professional advice available to perform its duties. • Any Board disagreement with the committee’s recommendations on external auditor matters must be disclosed in the Corporate Governance Report, accompanied by the committee’s rationale.

These amendments reinforce Sky Blue 11’s governance structure by strengthening audit committee independence, tightening oversight of risk and controls, and formalising whistleblower protections.