Core Viewpoint - The establishment of the Audit Committee aims to enhance the decision-making function of the board of directors and ensure effective supervision of the company's financial activities and operations, thereby improving corporate governance [1]. Group 1: General Provisions - The Audit Committee is a specialized working body under the board of directors, responsible for communication, supervision, and verification of internal and external audits [2]. - The committee's resolutions must comply with the company's articles of association and relevant laws and regulations [2]. Group 2: Composition of the Committee - The committee consists of three directors, with a majority being independent directors, and at least one independent director must be a professional accountant [4]. - The committee chairperson must be an independent director and a professional accountant, responsible for leading the committee's work [5]. Group 3: Responsibilities and Authority - The main responsibilities of the committee include exercising the powers of the supervisory board, overseeing external audit work, evaluating internal audit work, and reviewing financial information and disclosures [4][5]. - The committee must approve certain matters by a majority before submitting them to the board for review, including financial reports and the hiring or dismissal of external auditors [5]. Group 4: Decision-Making Procedures - The internal audit department is responsible for preparing materials for the committee's decisions, including financial reports and audit reports [9]. - The committee meetings can be regular or temporary, with at least one meeting held each quarter [10]. Group 5: Meeting Rules - Committee meetings require the presence of at least two-thirds of the members to be valid, and decisions must be approved by a majority [10]. - The committee can invite external auditors and other relevant personnel to attend meetings and provide necessary information [11]. Group 6: Reporting and Accountability - The committee must report its annual performance in the company's annual report, including meeting occurrences and responsibilities fulfilled [7]. - If the committee finds violations by directors or senior management, it can recommend their dismissal [7]. Group 7: Miscellaneous Provisions - The committee's operational expenses will be borne by the company, and it may hire external consultants for professional advice when necessary [8][11]. - The committee's rules and procedures must comply with national laws and the company's articles of association [12].
锡南科技: 审计委员会工作细则