三祥新材: 三祥新材股份有限公司董事会审计委员会实施细则

General Provisions - The purpose of the implementation rules is to strengthen the decision-making function of the board of directors of Sanxiang New Materials Co., Ltd., ensuring effective supervision of the management by the board and improving corporate governance structure [1] - The Audit Committee is a specialized committee under the board of directors, responsible for reporting its work to the board [1] - The Audit Committee members must dedicate sufficient time and effort to fulfill their responsibilities, effectively supervising and evaluating internal and external audit work [1] Composition of the Committee - The Audit Committee consists of three directors, with independent directors making up the majority [2] - Committee members must be independent of the company's daily operations and should not hold senior management positions in the listed company [2] - All members must possess the professional knowledge and business experience necessary to fulfill the committee's responsibilities [2] Responsibilities and Authority - The Audit Committee is responsible for reviewing financial information and disclosures, supervising and evaluating internal and external audit work, and ensuring the integrity of financial reports [3] - Specific responsibilities include approving financial reports, hiring or dismissing external auditors, and overseeing changes in accounting policies or significant accounting errors [3][4] - The committee must ensure that any identified issues in financial reports are reported to the board and that corrective measures are implemented [4] External and Internal Audit Oversight - The committee evaluates the independence and professionalism of external auditors and discusses audit plans and significant findings with them [5] - It supervises the internal audit process, reviews annual internal audit plans, and ensures effective operation of the internal audit department [5][6] - The committee is tasked with assessing the effectiveness of internal controls and ensuring that any deficiencies are addressed [7] Decision-Making Procedures - The Audit Committee prepares for decision-making by reviewing relevant financial reports and audit findings [8] - Meetings are held regularly, with at least one quarterly meeting required, and can be convened as needed [9] - Decisions require a majority vote from committee members, and members must attend meetings in person or provide written opinions if unable to attend [10][11] Information Disclosure - The company must disclose the composition and professional background of the Audit Committee members, as well as their annual performance [11][12] - Any significant issues identified by the committee that meet disclosure standards must be reported promptly [12] - The company is required to disclose any opinions issued by the Audit Committee regarding major matters to the board [12]