博通集成: 博通集成董事会专门委员会工作规程

Core Points - The document outlines the operational regulations for the specialized committees of Broadcom Integrated Circuit (Shanghai) Co., Ltd, aiming to enhance decision-making and corporate governance [1][2] Group 1: General Provisions - The regulations are established to standardize the operation of the board's specialized committees, improve decision-making, and protect the company's interests [1] - The board has set up three specialized committees: the Audit Committee, the Nomination Committee, and the Compensation and Assessment Committee [2] - Each specialized committee is accountable to the board and must report to it [2] Group 2: Composition of Committees - Each specialized committee consists of three directors, with independent directors making up more than half of the members; at least one independent director in the Audit Committee must be a professional accountant [6][7] - The board decides the appointment and adjustment of committee members [7] - Each committee has a convener responsible for leading its work, who must be an independent director [7] Group 3: Responsibilities and Authority - The Audit Committee's main responsibilities include supervising external audits, evaluating internal audits, reviewing financial information, and ensuring internal controls [10][11] - The Nomination Committee is responsible for proposing standards and procedures for selecting directors and senior management, as well as reviewing candidates [12] - The Compensation and Assessment Committee develops assessment standards for directors and senior management, and reviews compensation policies [13] Group 4: Meeting Rules - The Audit Committee must meet at least quarterly, while the other committees must meet at least annually; additional meetings can be called as necessary [14] - Meetings require a two-thirds attendance of committee members to be valid, and decisions must be approved by a majority [18][19] - Committees can invite other directors and management to attend meetings for inquiries [20] Group 5: Special Provisions for the Audit Committee - Audit Committee members must maintain independence and cannot be senior management; they are responsible for effective supervision of internal and external audits [26] - The committee must evaluate the effectiveness of internal controls and report significant issues to the board [30][31] - The committee is tasked with ensuring communication with external auditors and overseeing their adherence to professional standards [34][12]