Group 1 - The core point of the document is the establishment of the Audit and Risk Committee within the board of directors of the company to enhance decision-making, ensure effective supervision of the management, and improve internal controls [1][2]. - The committee consists of three directors who are not senior management, with a majority being independent directors, and at least one independent director must be a professional accountant [3][4]. - The committee is responsible for reviewing financial information, supervising internal and external audits, and evaluating internal controls [10][11]. Group 2 - The committee's term aligns with that of the board, and members can resign before the term ends, which will require the board to promptly elect new members if the committee's composition falls below the required number [2][8]. - The committee has the authority to propose the convening of temporary board or shareholder meetings and to suggest the dismissal of directors or senior management if their actions harm the company's interests [3][4]. - The committee is tasked with guiding the risk management system, internal control system, and compliance management system, as well as overseeing the internal audit system [10][11]. Group 3 - The committee meetings can be regular or temporary, with at least four regular meetings held annually, and decisions require a majority vote from the members present [15][16]. - Meeting notifications must include the time, location, agenda, and contact information, and a quorum requires two-thirds of the members to be present [17][18]. - The committee's decisions must be documented, and records should be maintained for at least ten years, ensuring confidentiality of the discussions [26][30].
南网能源: 南方电网综合能源股份有限公司董事会审计与风险委员会议事规则