瓦轴B: 董事会审计委员会工作细则

Core Points - The article outlines the establishment and operational guidelines of the Audit Committee of Wafangdian Bearing Co., Ltd, emphasizing its role in enhancing the decision-making function of the board and ensuring effective supervision of the management team [2][3] Group 1: General Provisions - The Audit Committee is a specialized working body established by the board of directors to exercise the powers of the supervisory board as stipulated by the Company Law, primarily responsible for reviewing financial information and overseeing internal and external audits [2][3] - The committee consists of three directors who are not senior management, including at least two independent directors, one of whom must be a professional accountant [3] Group 2: Responsibilities and Authority - The main responsibilities of the Audit Committee include reviewing financial reports, supervising the actions of directors and senior management, proposing the convening of extraordinary shareholder meetings, and initiating lawsuits against directors or senior management if necessary [4][5] - The committee must approve certain matters before they are submitted to the board, such as financial disclosures and the hiring or dismissal of external auditors [5][6] Group 3: Internal Audit Oversight - The Audit Committee is responsible for supervising the internal audit department, which must report directly to the committee and provide audit reports and rectification plans [6][7] - The committee is required to conduct checks on high-risk transactions and ensure compliance with internal control systems, reporting any violations to the Shenzhen Stock Exchange [6][7] Group 4: Meeting Procedures - The Audit Committee must hold regular meetings at least quarterly, with provisions for special meetings as needed [19][20] - A quorum for meetings requires the presence of at least two-thirds of the committee members, and decisions must be made by a majority vote [21][22] Group 5: Reporting and Accountability - The Audit Committee must disclose its annual performance in the company's annual report, including specific details about its responsibilities and meeting occurrences [10][11] - If the board does not adopt the committee's proposals, the company must disclose the reasons for this decision [10][11]