General Provisions - The purpose of the audit committee is to enhance the decision-making function of the board, ensure effective supervision of senior management, and improve the internal control capabilities of the company [1] - The audit committee is established as a specialized committee of the board, responsible for the duties of the supervisory board as stipulated by the Company Law, and reports to the board [1][2] Composition of the Committee - The audit committee consists of three members, all of whom must be directors not holding senior management positions, including two independent directors [2][3] - The committee's chairperson must be an independent director with accounting expertise [2] Responsibilities and Authority - The audit committee is responsible for reviewing financial information, supervising internal and external audits, and evaluating internal controls [4][5] - Key responsibilities include approving financial reports, hiring or dismissing external auditors, and overseeing the company's financial reporting processes [5][6] - The committee must ensure the integrity of financial reports and monitor for potential fraud or significant misstatements [11][12] Internal Audit Oversight - The audit committee supervises the internal audit department and must receive reports on internal audit activities at least quarterly [2][15] - The committee is tasked with evaluating the effectiveness of internal controls and must report any significant deficiencies to the board [8][18] Meeting Procedures - The audit committee must hold regular meetings at least quarterly, with provisions for special meetings as needed [20][21] - A quorum requires the presence of at least two-thirds of the committee members, and decisions are made by majority vote [23][24] Documentation and Reporting - Meeting minutes must be recorded, and members are required to maintain confidentiality regarding the discussed matters [27][29] - The audit committee must submit its decisions and recommendations in writing to the board [28]
上海环境: 上海环境集团股份有限公司审计委员会工作细则