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药明康德: 无锡药明康德新药开发股份有限公司审计委员会议事规则(2025年修订)
Zheng Quan Zhi Xing· 2025-09-02 10:25
Core Viewpoint - The document outlines the rules and regulations governing the Audit Committee of Wuxi AppTec Co., Ltd., emphasizing the importance of effective oversight, internal control, and accurate financial reporting. Group 1: General Provisions - The Audit Committee is established to enhance the efficiency of the Board and ensure effective supervision of the company according to various legal and regulatory frameworks [1][2] - The committee is responsible for communication and evaluation of internal and external audits, reviewing financial information, and supervising major decision-making matters [1][2] Group 2: Composition of the Committee - The Audit Committee consists of three non-executive directors, with a majority being independent directors, including at least one accounting professional [2][3] - Members must possess the necessary expertise and experience to fulfill their responsibilities effectively [3] Group 3: Responsibilities and Authority - The committee is tasked with reviewing financial reports, supervising internal and external audits, and ensuring compliance with legal and regulatory requirements [4][5] - It has the authority to recommend the hiring or dismissal of external auditors and evaluate their performance [4][5] Group 4: Decision-Making Procedures - The committee must meet at least quarterly and can convene special meetings as needed, with decisions requiring a majority vote [8][9] - Meeting records must be maintained, including attendance and decisions made [10][11] Group 5: Information Disclosure - The company is required to disclose the Audit Committee's annual performance and any significant issues identified during its oversight [11][12] - Any recommendations made by the committee that are not adopted by the Board must be disclosed along with the reasons [12]
和林微纳: 董事会审计委员会实施细则(草案)
Zheng Quan Zhi Xing· 2025-09-01 13:09
Core Points - The article outlines the governance structure and responsibilities of the Audit Committee of Suzhou Helin Micro-Nano Technology Co., Ltd, emphasizing the need for effective supervision of the management by the board of directors [1][2][3] - The Audit Committee is composed of three non-executive directors, with a majority being independent non-executive directors, ensuring independence from daily management [2][3] - The committee is responsible for reviewing financial information, supervising internal and external audits, and ensuring compliance with accounting standards and regulations [8][9][10] Group 1: Committee Composition and Responsibilities - The Audit Committee consists of three non-executive directors, with independent non-executive directors making up more than half [2] - The committee is tasked with reviewing financial reports, supervising audits, and evaluating internal controls [8][9] - The committee must report to the board on necessary actions or improvements regarding audit matters [3][8] Group 2: Decision-Making Procedures - The Audit Committee meetings must be held at least quarterly, with provisions for special meetings as needed [17][18] - A quorum for meetings requires the presence of at least two-thirds of the committee members [19] - Decisions made by the committee must be approved by a majority of the members present [19][20] Group 3: Reporting and Disclosure - The company is required to disclose the Audit Committee's annual performance and any significant issues identified during its operations [27][28] - If the board does not adopt the committee's recommendations, the company must disclose the reasons for this decision [29] - The committee is responsible for ensuring compliance with relevant laws and regulations regarding financial reporting and internal controls [12][13]
ST尔雅: 董事会审计委员会工作细则(2025年8月)
Zheng Quan Zhi Xing· 2025-08-29 18:14
湖北美尔雅股份有限公司 董事会审计委员会工作细则 第一章 总则 第一条 为进一步完善湖北美尔雅股份有限公司(以下简称"公司")治理 结构,强化董事会决策功能,做好事前审计、专业审计,根据《中华人民共和国 公司法》、《上市公司治理准则》、《湖北美尔雅股份有限公司章程》及其他有 关规定,公司特设立董事会审计委员会,并制定本工作细则。 第二条 董事会审计委员会是董事会依据相应法律法规设立的专门工作机构, 主要负责对公司的会计政策、财务状况、重大投资和交易情况进行监管,负责公 司内、外部审计的沟通、监督和核查工作,并向董事会提供咨询意见和建议。 第四条 审计委员会委员由董事长、二分之一以上独立董事或者全体董事的 三分之一提名,由董事会选举产生。 第五条 审计委员会设主任委员一名(即召集人),由独立董事中的会计专 业委员担任,负责主持委员会工作。 第六条 审计委员会任期与董事会一致,委员任期届满,连选可以连任。期 间如有委员不再担任公司董事职务,自动失去委员资格,并由委员会根据上述第 三至第五条规定补足委员人数。 如审计委员会成员辞任导致成员低于法定最低人数,或者欠缺会计专业人士。 原审计委员会委员仍应按照有关法律法规 ...
苏州科达: 审计委员会制度
Zheng Quan Zhi Xing· 2025-08-26 08:11
General Overview - The company has established an Audit Committee to enhance decision-making and effectively supervise financial activities and operations [2][4] Composition of the Committee - The Audit Committee consists of four directors, with a majority being independent directors, including at least one accounting professional [4][5] - Members must meet specific qualifications, including no disqualifications under relevant laws and regulations [5][6] Responsibilities and Authority - The main responsibilities of the Audit Committee include reviewing financial reports, hiring or dismissing external auditors, and overseeing internal audit functions [11][12] - The committee must approve certain matters before they are submitted to the board, such as financial disclosures and changes in accounting policies [12][14] Meeting Procedures - The Audit Committee is required to hold at least four meetings annually, with provisions for special meetings as needed [23][24] - A quorum of two-thirds of the members is necessary for meetings to proceed, and decisions require a majority vote [26][29] Reporting and Documentation - The committee is responsible for documenting meeting minutes, which must include key details such as attendees, agenda, and voting results [15][16] - The committee must report its findings and recommendations to the board of directors [34][36]
格林美: 董事会审计委员会工作细则(草案)(H股发行并上市后适用)
Zheng Quan Zhi Xing· 2025-08-24 16:18
Core Points - The article outlines the draft working rules for the Audit Committee of Greeenmei Co., Ltd, aimed at enhancing decision-making and internal control within the company [1][11] - The Audit Committee is established as a specialized working body of the Board of Directors, responsible for communication, supervision, and verification of internal and external audits [1][3] Group 1: General Provisions - The Audit Committee is set up to strengthen the decision-making function of the Board and ensure effective internal control [1] - The committee is accountable to the Board and submits proposals for review and decision [1] Group 2: Composition of the Audit Committee - The committee consists of three non-executive directors, with a majority being independent directors, and at least one member must be a professional accountant [2] - The nomination of committee members can be made by the Chairman, a majority of independent directors, or by more than one-third of all directors [2] Group 3: Responsibilities of the Audit Committee - The committee is responsible for supervising and evaluating the work of external auditors, including submitting reports and recommendations to the Board [3][4] - It oversees the internal audit work and ensures effective communication between internal and external auditors [4][5] - The committee reviews financial information and disclosures, ensuring the integrity of financial statements and reports [4][5] Group 4: Meeting Procedures - The committee meetings require a two-thirds attendance of members to be valid, and decisions must be approved by a majority [9][18] - Meetings can be held in person or via communication methods, and records must be kept [9][21] Group 5: Conflict of Interest - Members with a direct or indirect interest in matters discussed must disclose their relationship and abstain from voting [10][26] - The committee must ensure that decisions are made without the influence of interested parties [10][26]
金域医学: 广州金域医学检验集团股份有限公司董事会审计委员会实施细则
Zheng Quan Zhi Xing· 2025-08-22 16:36
Core Points - The article outlines the implementation rules for the Audit Committee of Guangzhou Kingmed Diagnostics Group Co., Ltd, aimed at enhancing the decision-making function of the board and ensuring effective supervision of the management team [1][3][4] Group 1: General Provisions - The Audit Committee is established to strengthen the board's decision-making capabilities and ensure professional audits [1] - The committee is responsible for communication, supervision, and verification of both internal and external audits [1][2] Group 2: Composition of the Committee - The Audit Committee consists of three directors, with a majority being independent directors, including at least one accounting professional [3] - The committee is chaired by an independent director who is an accounting professional, elected by the independent directors and approved by the board [3][4] Group 3: Responsibilities and Authority - The committee has the authority to review the company's periodic reports, inspect financials, supervise management actions, and report any violations to the board [5][6] - It is responsible for approving financial disclosures, hiring or firing external auditors, and overseeing internal audit functions [6][7] Group 4: Decision-Making Procedures - The Audit Committee must meet at least quarterly, with provisions for special meetings as needed [14] - Decisions require the presence of at least two-thirds of the committee members, and voting can be conducted in various formats [15][16] Group 5: Meeting Rules - Meetings must be documented accurately, with records maintained for ten years [27] - Members have confidentiality obligations regarding the matters discussed in meetings [28] Group 6: Final Provisions - The implementation rules take effect upon board approval and are subject to national laws and the company's articles of association [29][30] - The board retains the right to interpret these rules [31]
丰林集团: 广西丰林木业集团股份有限公司董事会审计委员会工作细则(2025年8月)
Zheng Quan Zhi Xing· 2025-08-14 16:38
丰林集团 董事会审计委员会工作细则 广西丰林木业集团股份有限公司 董事会审计委员会工作细则 第一章 总则 第一条 为强化董事会决策功能,做到事前审计、专业审计,确 保董事会审计委员会规范、高效地开展工作,完善公司治理结构,根 据《中华人民共和国公司法》《上市公司独立董事管理办法》《上市 公司治理准则》《上海证券交易所股票上市规则》《上海证券交易所 上市公司自律监管指引第 1 号——规范运作》《广西丰林木业集团股 份有限公司章程》(以下简称《公司章程》)等规定,制定本工作细 则。 第二条 董事会审计委员会是董事会下设的专门委员会,依照法 律法规、上海证券交易所规定、《公司章程》和董事会授权履行职责。 第三条 公司应当为董事会审计委员会提供必要的工作条件,配 备专门人员或者机构承担审计委员会的工作联络、会议组织、材料准 备和档案管理等日常工作。审计委员会履行职责时,公司管理层及相 关部门应当给予配合。 审计委员会认为必要的,可以聘请中介机构提供专业意见,有关 费用由公司承担。 第二章 人员组成 第四条 审计委员会由三至五名成员组成,审计委员会成员应当 为不在公司担任高级管理人员的董事,其中独立董事应当过半数,并 ...
美盈森: 董事会审计委员会议事规则(2025年8月修订)
Zheng Quan Zhi Xing· 2025-08-14 11:19
Core Points - The article outlines the rules and responsibilities of the Audit Committee of Meiyingsen Group Co., Ltd, emphasizing the importance of effective supervision and internal control [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 the management [1] - The committee is responsible for reviewing financial information, supervising internal and external audits, and evaluating internal controls [1][2] Group 2: Composition of the Committee - The Audit Committee consists of three directors who are not senior management, including at least two independent directors, with one being a professional accountant [2][3] - The committee members must possess the necessary professional knowledge and experience to fulfill their duties effectively [2] Group 3: Responsibilities and Authority - The main responsibilities include reviewing financial reports, supervising external audits, and ensuring compliance with laws and regulations [3][4] - The committee has the authority to propose the hiring or dismissal of external auditors and to oversee the internal audit department [4][5] Group 4: Meeting Procedures - The Audit Committee must hold regular meetings at least quarterly, with a quorum of two-thirds of members required to conduct business [12][13] - Meeting notifications must be sent out three days in advance, and minutes must be accurately recorded and maintained [12][14] Group 5: Internal Control and Reporting - The committee is tasked with evaluating the effectiveness of internal controls and ensuring that any deficiencies are reported and addressed [7][8] - It is required to submit an annual internal control evaluation report to the Board, detailing any identified deficiencies and corrective measures [39]
凯中精密: 董事会审计委员会实施细则(2025年8月)
Zheng Quan Zhi Xing· 2025-08-13 09:16
(2025 年 8 月) 第一章 总则 深圳市凯中精密技术股份有限公司 董事会审计委员会实施细则 深圳市凯中精密技术股份有限公司 董事会审计委员会实施细则 第一条 为充分发挥审计委员会对深圳市凯中精密技术股份有限公司(以下 简称"公司"或"本公司")财务信息、内部控制、内外部审计等工作的监督作用, 健全公司内部监督机制,完善公司治理结构,根据《中华人民共和国公司法》 《上 第三条 审计委员会成员由 3 名董事组成,应当为不在公司担任高级管理人 员的董事,独立董事过半数,委员中至少有一名独立董事为专业会计人士。 第四条 审计委员会委员由董事长、二分之一以上独立董事或者全体董事的 三分之一提名,并由董事会选举产生。 市公司治理准则》《上市公司独立董事管理办法》《深圳证券交易所上市公司自 律监管指引第 1 号——主板上市公司规范运作》《深圳市凯中精密技术股份有 限公司章程》(以下简称"《公司章程》")及其他有关规定,公司特设立董事会 审计委员会,并制订本实施细则。 第二条 董事会审计委员会是董事会按照股东会决议设立的专门工作机构, 主要负责审核公司财务信息及其披露、监督及评估内外部审计工作和内部控制工 作,并行使《 ...
江苏索普: 江苏索普董事会审计委员会实施细则
Zheng Quan Zhi Xing· 2025-08-12 16:23
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].