Zheng Quan Zhi Xing·2025-06-27 16:35Core Points - The establishment of the Risk Control Committee aims to enhance the decision-making mechanism of the board and improve corporate governance while controlling risks [2][3] - The committee is responsible for supervising compliance and risk management, reviewing risk identification, assessment, and control mechanisms, and evaluating risks associated with significant business matters [2][3] Group 1: Committee Structure - The Risk Control Committee consists of three or more directors, including at least one independent non-executive director [2] - The committee members are nominated by the chairman, more than half of the independent non-executive directors, or at least one-third of all directors, and elected by the board [2] - The committee has a chairperson responsible for leading its activities, elected from among its members and approved by the board [2] Group 2: Responsibilities and Authority - The committee formulates, reviews, and amends the company's risk strategy and evaluates the impact of strategic goals and business plans on risk [7] - It is authorized to require the management to establish internal control systems and supervise the implementation of risk management policies [7] - The committee is responsible for reviewing the company's risk reports and assessing the overall risk situation regularly [7] Group 3: Meeting Procedures - The committee holds at least one regular meeting annually and can convene temporary meetings as needed [4][13] - Meeting notifications must include details such as location, date, time, agenda, and contact information [10] - A quorum for meetings requires the presence of more than half of the committee members, and decisions are made by a majority vote [18][20] Group 4: Reporting and Documentation - The committee must report its annual work and plans to the board during the annual meeting [4] - Meeting records are essential documents and must be signed by attending members, with a retention period of 10 years [26] - The committee's resolutions and voting results must be submitted in writing to the board for consideration [27] Group 5: Compliance and Confidentiality - Members of the committee have confidentiality obligations regarding meeting discussions and must not disclose information without permission [28] - The committee operates under the regulations of national laws, listing rules, and the company's articles of association [11]