Group 1 - The company establishes an Audit Committee to enhance internal auditing and risk control systems, ensuring the protection of the company and shareholders' rights [4][16] - The Audit Committee consists of three directors, with a majority being independent directors, and is responsible for reviewing financial information, supervising audits, and assessing internal controls [2][3] - The committee is tasked with reporting necessary measures or improvements to the board and providing recommendations [10][11] Group 2 - The committee's responsibilities include evaluating the effectiveness of internal controls, reviewing internal audit reports, and coordinating communication between management and external auditors [16][18] - The committee must approve significant financial disclosures and the hiring or dismissal of external auditors before submission to the board [6][7] - The committee is required to disclose its annual performance in the company's annual report, including meeting frequency and specific duties fulfilled [11][12] Group 3 - The company has established a Strategic Committee to ensure the appropriateness and feasibility of its development strategy and overall planning [16][19] - The Strategic Committee is responsible for researching and proposing recommendations on long-term strategies, major investments, and structural adjustments [18][19] - The committee's meetings can be convened as needed, with a requirement for a quorum of two-thirds of its members to be present [20][21] Group 4 - The company has set up a Nomination Committee to optimize the composition of the board and establish a sound nomination system for directors and senior management [26][29] - The Nomination Committee is responsible for proposing candidates for directors and senior management, ensuring compliance with relevant laws and regulations [30][31] - The committee's recommendations must be documented in the board's resolutions, including reasons for any non-acceptance [41][42] Group 5 - The company has created a Compensation and Assessment Committee to establish and regulate personnel compensation and assessment systems [40][41] - The committee is tasked with developing evaluation standards for directors and senior management, as well as reviewing compensation policies [42][43] - The committee's meetings require a majority presence of its members, and decisions must be made based on a majority vote [44][45]
戎美股份: 董事会专门委员会议事规则