江苏索普: 江苏索普董事会审计委员会实施细则

General Overview - The company has established a Board Audit Committee to enhance decision-making and ensure effective supervision of the management team, in accordance with relevant laws and regulations [1][2]. Composition of the Committee - The Audit Committee consists of three directors, including two independent directors, with at least one being 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 an accounting background, responsible for leading the committee's work [3]. Responsibilities and Authority - The main responsibilities of the Audit Committee include supervising external audits, evaluating internal audits, reviewing financial reports, and overseeing internal controls [2][3]. - The committee has the authority to propose the hiring or dismissal of external auditors and to review significant financial decisions [3]. - The committee can also convene temporary shareholder meetings if the board fails to fulfill its responsibilities [3]. Decision-Making Procedures - The Audit Working Group is responsible for preparing decisions for the committee, providing necessary documentation such as financial reports and audit findings [4]. - The committee must meet at least four times a year, with a quorum of two-thirds of its members required for meetings [4][6]. - Decisions are made by a majority vote of the committee members present at the meeting [4]. Meeting Regulations - Meetings can be called with three days' notice, and in urgent situations, can be convened via phone or other means [5]. - Members unable to attend may delegate their voting rights to another member through a signed proxy [5]. - Meeting records must be kept for at least ten years, and all members have confidentiality obligations regarding the discussions [6]. Implementation and Amendments - The implementation rules take effect upon approval by the board and will be amended in accordance with future legal changes or company regulations [6].