Samsonite : Terms of Reference for the Audit Committee

English Document

1 January 2016

Terms of Reference for the

Audit Committee of SAMSONITE INTERNATIONAL S.A.

Definitions

1. For the purposes of these terms of reference (the Terms):

   
   

   Audit Committee means the audit committee established by resolution of the Board in accordance with clause 2 of these Terms;

   
   

   Board means the board of directors of the Company;

   
   

   Chief Financial Officer means the senior officer of the Group responsible for financial management as appointed by the Board from time to time;

   
   

   Company means Samsonite International S.A., a public limited liability company incorporated under the laws of Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B159469, whose registered office is at 13-15 Avenue de la Liberté, L-1931, Luxembourg;

   
   

   Company Secretary means any one of the joint company secretaries of the Company;

   
   

   Directors means the members of the Board;

   
   

   Group means the Company and its subsidiaries and associated companies at the relevant time or, where the context so requires, in respect of the period before the Company became the holding company of its present subsidiaries and associated companies, the present subsidiaries and associated companies of the Company or the businesses operated by its present subsidiaries and associated companies or (as the case may be) its predecessor;

   
   

   Listing Rules mean the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (as amended from time to time);

   
   

   Management means any persons discharging an executive management role within the Group;

   
   

   Shareholders means the shareholders of the Company from time to time; and

   
   

   Stock Exchange means The Stock Exchange of Hong Kong Limited.

   
   

   Constitution

   
   

2. The Audit Committee was established by resolution of the Board on 27 May 2011.

   
   

   Membership

   
   

3. The members of the Audit Committee shall be appointed by the Board from among the non-executive Directors and shall consist of not less than three members, a majority of whom shall be independent non-executive Directors and at least one of whom shall be an independent non-executive Director with appropriate professional qualifications or accounting or related financial management expertise as required by the Listing Rules. The quorum for meetings of the Audit Committee shall be two members of whom at least one shall be an independent non-executive Director.

   
   

4. Appointments to the Audit Committee shall be for a period of up to three years, which may be extended by the Board provided that a majority of the committee members remain independent non-executive Directors.

5. A former partner of the Company's existing auditing firm shall be prohibited from acting as a member of the Audit Committee for a period of one year from the date of his ceasing:

   
   

6. to be a partner of the firm; or

   
   

7. to have any financial interest in the firm, whichever is later.

8. The chairman of the Audit Committee shall be appointed by the Board and shall be an independent non-executive Director.

   
   

   Attendance at meetings

   
   

9. The Chief Financial Officer, the head of internal audit of the Company and a representative of the external auditors shall normally attend meetings of the Audit Committee. At least twice a year the Audit Committee shall meet with the external and internal auditors separately without the executive Directors or Management being present.

   
   

   Frequency and procedure of meetings

   
   

10. Meetings of the Audit Committee shall be held not less than three times a year. The external auditors may request a meeting if they consider that one is necessary.

    
    

11. An agenda and other relevant documents should be sent in full to all members in a timely manner and at least three days before the intended date of a meeting of the Audit Committee (or such other period as may be agreed by its members).

    
    

12. Meetings of the Audit Committee may follow the same procedures as those for meetings of the Board under the relevant provisions in the Company's articles of association, as amended from time to time.

    
    

13. Management is obliged to supply the Audit Committee with adequate information in a timely manner in order to enable it to make informed decisions. The information supplied must be complete and reliable. Where any Director requires more detailed and complete information from Management, that Director should make any additional necessary enquiries. The Board and each Director shall have separate and independent access to Management.

    
    

    Annual general meetings

    
    

14. The chairman of the Audit Committee (or in his absence, his duly appointed delegate) shall attend the Company's annual general meetings and be prepared to respond to any Shareholders' questions on the Audit Committee's activities.

    
    

    Authority

    
    

15. The Audit Committee is authorised by the Board to perform any activity within these Terms. It is authorised to seek any information it requires from any employee of the Group and all employees are directed to co-operate with any request made by the Audit Committee.

    
    

16. The Audit Committee is authorised by the Board, at the Company's expense, to obtain external independent professional advice and to secure the attendance of outsiders with relevant experience and expertise if it considers this necessary. The Audit Committee shall be

    provided with sufficient resources to perform its duties. The Audit Committee shall be responsible for establishing the selection criteria, selecting, appointing and setting the terms of reference for any external party who advises the Audit Committee.

    
    

    Duties

    
    

17. The duties of the Audit Committee shall include:




Relationship with the Group's auditors




1. being primarily responsible for making recommendations 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 to consider any questions of resignation or dismissal of that auditor;

   
   

2. reviewing and monitoring the external auditor's independence and objectivity and the effectiveness of the audit process in accordance with applicable standards;

   
   

3. developing and implementing policy on engaging an external auditor to supply non- audit services and reporting to the Board, identifying and making recommendations on any matters where action or improvement is needed;

   
   

4. discussing with the external auditor before the audit commences the nature and scope of the audit and reporting obligations, and ensuring co-ordination where more than one audit firm is involved;

   
   

5. discussing problems and reservations arising from the interim and final audits, and any matters the external auditor may wish to discuss (in the absence of Management where necessary);

   
   

   Review of financial information of the Group

   
   

6. monitoring integrity of the Group's financial statements, annual reports and accounts, half-year reports and, if prepared for publication, quarterly reports, and reviewing significant financial reporting judgments contained in them. In reviewing these reports before submission to the Board, the Audit Committee shall focus particularly on:

   
   

7. any changes in accounting policies and practices;

   
   

8. major judgmental areas;

   
   

9. significant adjustments resulting from audit;

   
   

10. the going concern assumptions and any qualifications;

    
    

11. compliance with accounting standards; and

    
    

12. compliance with the Listing Rules and legal requirements in relation to financial reporting;