百济神州: 审计委员会章程

Core Points - The Audit Committee of BeiGene, Ltd. is established to oversee the quality and integrity of the company's accounting and financial reporting processes, as well as compliance with legal and regulatory requirements [3][6][15] - The committee must consist of at least three members, all of whom must be independent directors according to NASDAQ rules [1][4] - The committee is responsible for appointing, retaining, and terminating the independent auditor, as well as approving all audit services and their terms [7][9][10] Membership and Appointment - The Audit Committee must have members who can read and understand basic financial statements, with at least one member possessing relevant financial or accounting experience [1][2] - The Nominating and Corporate Governance Committee is responsible for recommending candidates for the Audit Committee [1][5] Meetings and Procedures - The Audit Committee is required to meet at least quarterly and can convene via teleconference or other communication devices [2][5] - The agenda for each meeting is to be prepared in consultation with the committee chair and management [2][6] Responsibilities and Powers - The committee is tasked with reviewing and assessing the adequacy of its charter annually and reporting its findings to the board [6][9] - It must evaluate the qualifications, performance, and independence of the independent auditor and report its conclusions to the board [9][10] - The committee is authorized to hire external advisors, including legal counsel, to assist in fulfilling its responsibilities [15][19] Financial Reporting Oversight - The Audit Committee must review significant financial reporting issues and judgments made in the preparation of financial statements [11][12] - It is responsible for discussing the company's quarterly financial reports with management and the independent auditor before submission [13][14] Risk Management - The committee is required to discuss the guidelines and policies governing the company's assessment and management of financial risks [14][19] - It must establish procedures for handling complaints regarding accounting, internal controls, or auditing matters [14][19]