拓斯达: 董事会审计委员会议事规则（2025年8月）

Core Points - The article outlines the rules and regulations governing the Audit Committee of Guangdong Tosstar Technology Co., Ltd, emphasizing its role in enhancing corporate governance and ensuring effective oversight of management [1][2][3] Group 1: General Provisions - The Audit Committee is established to enhance the decision-making function of the board and ensure effective supervision of management [1] - The committee is responsible to the board and operates under the authority granted by the company's articles of association [1][2] - The Audit Department reports to the Audit Committee and handles daily affairs [1][2] Group 2: Members and Convenor - The Audit Committee consists of three members, including two independent directors, and may include a representative from the employee board [2] - The committee's members are nominated by the chairman or a majority of independent directors and elected by the board [2] - The chairperson of the committee must be an independent director with accounting expertise [2] Group 3: Responsibilities and Authority - The Audit Committee is responsible for reviewing financial information, supervising internal and external audits, and evaluating internal controls [3][4] - Key responsibilities include approving financial reports, hiring or dismissing external auditors, and overseeing significant accounting policy changes [3][4] - The committee must report any significant internal control deficiencies or risks to the board [6][7] Group 4: Decision-Making Procedures - The committee meets at least quarterly, with additional meetings called as necessary [10][11] - A quorum requires at least two-thirds of the members to be present, and decisions are made by a majority vote [11][12] - Meeting records must be maintained for at least ten years, detailing attendance and key discussions [12][13] Group 5: Reporting and Disclosure - The Audit Committee must disclose its annual performance in the company's annual report, including meeting frequency and responsibilities fulfilled [26] - Any significant issues raised by the committee that are not adopted by the board must be disclosed with explanations [26][27] - The committee has the authority to investigate unusual operational conditions and may hire external consultants if necessary [8][9]