华森制药: 董事会审计委员会工作细则（2025年4月）

Core Viewpoint - The establishment of the Audit Committee aims to enhance the decision-making process of the board of directors, strengthen oversight of management, and improve corporate governance to protect the rights of the company and its shareholders [1]. Group 1: Audit Committee Structure - The Audit Committee consists of three directors who are not senior management, including two independent directors, with at least one being a professional accountant [3][4]. - The chairperson of the Audit Committee must be an independent director and a professional accountant [2]. - The term of the Audit Committee members aligns with that of the board of directors, and members can be re-elected [4]. Group 2: Responsibilities and Powers - The Audit Committee is responsible for reviewing financial information, supervising internal and external audits, and ensuring compliance with laws and regulations [1][10]. - It has the authority to propose the hiring or replacement of external auditors and to review the independence of external audit firms [4][5]. - The committee must approve significant financial disclosures and internal control evaluations before submission to the board [12]. Group 3: Meeting Procedures - The Audit Committee is required to hold at least one meeting per quarter, with additional meetings as necessary [19]. - Meetings can be conducted in various formats, including in-person, video, or teleconference, and require a two-thirds quorum to proceed [22][23]. - Meeting records must be maintained for at least ten years, and all attendees are bound by confidentiality [30]. Group 4: Oversight and Evaluation - The board of directors will evaluate the Audit Committee's performance annually, focusing on compliance with legal and regulatory requirements and the independence of its members [31][32]. - The Audit Committee must submit an annual report on its activities to the board within three months after the end of each fiscal year [32].