General Overview - The company establishes an Audit Committee to enhance the decision-making function of the Board of Directors, ensuring effective supervision of the management team and improving corporate governance structure [2][3]. Composition of the Audit Committee - The Audit Committee consists of three directors, with more than half being independent directors, and at least one member must be a professional accountant [3]. - The committee members are nominated by the Chairman, more than half of the independent directors, or one-third of all directors, and elected by the Board [3]. - The committee has a chairperson who is an independent director with accounting expertise, elected by a majority of the committee members [3]. Responsibilities and Authority - The Audit Committee exercises the powers of the supervisory board as stipulated by the Company Law [4]. - Key responsibilities include supervising and evaluating external audit work, proposing the hiring or replacement of external auditors, and overseeing the implementation of internal audit plans [4][5]. - The committee is responsible for reviewing financial information and disclosures, supervising internal controls, and guiding the establishment and implementation of internal audit systems [5][6]. Meeting Procedures - The Audit Committee holds regular meetings at least once a quarter, with provisions for special meetings as needed [13]. - Meetings require the presence of at least two-thirds of the committee members to proceed [13]. - The committee must notify all members of regular meetings five days in advance and three days for special meetings [14]. Decision-Making Process - Each committee member has one vote, and decisions require a majority approval from all members [15]. - The committee can invite company directors and other senior management to attend meetings if necessary [16]. - The committee may hire external consultants for professional advice, with costs covered by the company [17]. Confidentiality and Reporting - All committee members are obligated to maintain confidentiality regarding meeting discussions and decisions [21]. - Resolutions passed by the committee must be reported in writing to the Board of Directors [20].
中金辐照: 《中金辐照股份有限公司董事会审计委员会议事规则》