金陵体育: 董事会审计委员会工作细则（2025年8月）

Core Viewpoint - The establishment of the Audit Committee aims to enhance the decision-making function of the board of directors, improve the audit evaluation and supervision mechanism, and ensure effective oversight of senior management by the board [1]. Group 1: General Provisions - The Audit Committee is a specialized working body under the board of directors, responsible for reviewing financial information, supervising internal and external audits, and assisting the board in related tasks [1][2]. - The Audit Committee operates independently and is not subject to interference from other departments within the company [1]. Group 2: Composition of the Committee - The Audit Committee consists of three members appointed by the board, with a majority being independent directors who also serve as the convener [2]. - The term of the Audit Committee members aligns with that of the board, and any vacancy must be filled within 60 days [2]. Group 3: Responsibilities and Authority - The main responsibilities of the Audit Committee include supervising external audit work, reviewing financial reports, and guiding the internal audit department [4][5]. - The committee is authorized to propose the hiring or replacement of external auditors and must ensure that its recommendations are free from undue influence [5][6]. Group 4: Decision-Making Procedures - The Audit Committee must hold at least one regular meeting each quarter and can convene temporary meetings as necessary [20][21]. - Decisions made by the committee require the approval of more than half of its members [27]. Group 5: Meeting Protocols - Meeting notifications must be sent out in advance, detailing the time, location, and agenda [20][22]. - The committee's meetings can be attended by internal audit members and other invited personnel, but only committee members have voting rights [30][31]. Group 6: Conflict of Interest - Members with a direct or indirect interest in the matters discussed must disclose their relationship and abstain from voting [35][36]. - The committee must ensure that the presence of interested members does not affect the quorum required for decision-making [37]. Group 7: Miscellaneous Provisions - Any matters not covered by these rules will be governed by relevant laws and regulations, and the rules will take effect upon approval by the board [39][40].