电科院: 董事会审计委员会议事规则

General Provisions - The audit committee is established to enhance the supervision of financial information, internal control, and auditing processes within the company [1][2] - The audit committee operates independently and is not subject to interference from other departments or individuals within the company [1][2] Composition of the Audit Committee - The audit committee consists of three directors, with a majority being independent directors, and must include a professional accountant as the chairperson [2][3] - Members must possess relevant professional knowledge and experience, ensuring they can effectively oversee and evaluate internal and external audit work [3][4] Responsibilities and Authority - The main responsibilities of the audit committee include reviewing financial information, supervising external and internal audits, and ensuring effective internal controls [5][6] - The committee has the authority to propose the hiring or replacement of external auditors and to evaluate their performance [6][8] Meeting Procedures - The audit committee is required to hold regular meetings at least quarterly, with additional meetings called as necessary [32][33] - A quorum of two-thirds of the members is required for meetings to proceed, and decisions are made based on majority votes [40][46] Decision-Making and Reporting - Decisions made by the audit committee must be documented and reported to the board of directors, including any dissenting opinions [54][56] - The committee is responsible for tracking the implementation of its decisions and ensuring compliance with legal and regulatory requirements [58][59] Conflict of Interest - Members with a conflict of interest must recuse themselves from discussions and votes related to the matter [61][63] - The committee must ensure that decisions are made without the influence of interested parties [62][63] Miscellaneous Provisions - The rules established for the audit committee are subject to national laws and regulations, as well as the company's articles of association [66][67] - The rules take effect upon approval by the board of directors [67]