General Overview - The company establishes an Audit Committee to enhance board decision-making, ensure effective supervision of management, and improve corporate governance structure [1][2]. Composition of the Committee - The Audit Committee consists of three directors, including two independent directors, with at least one being a professional accountant [3][4]. - The committee members are nominated by the chairman, a majority of independent directors, or one-third of all directors, and elected by the board [4][5]. Responsibilities and Authority - The Audit Committee exercises the powers of the supervisory board as defined by the Company Law, including financial inspections and supervision of directors and senior management [4][6]. - Key responsibilities include reviewing financial reports, supervising external audit work, guiding internal audits, and proposing the convening of extraordinary shareholder meetings [4][5][6]. Decision-Making Procedures - The Audit Committee is responsible for preparing decisions, which include reviewing financial reports and evaluating external audit institutions [8][9]. - Meetings can be regular or temporary, with a minimum attendance requirement of two-thirds of members for valid discussions [10][11]. Meeting Regulations - Meetings must be recorded, and members are required to maintain confidentiality regarding discussed matters [11][12]. - The committee can invite external auditors and other relevant personnel to provide necessary information during meetings [10][11]. Implementation and Effectiveness - The Audit Committee is tasked with ensuring the effectiveness of internal controls and the implementation of internal audit systems [5][6]. - The committee can hire external consultants for professional opinions, with costs borne by the company [6][12]. Final Provisions - The working rules of the Audit Committee take effect upon approval by the board and are subject to relevant laws and regulations [12][13].
中欣氟材: 董事会审计委员会工作细则(2025年7月)