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恒锋信息: 董事会审计委员会议事规则(2025年8月)
Zheng Quan Zhi Xing· 2025-08-05 16:10
恒锋信息科技股份有限公司 董事会审计委员会议事规则 恒锋信息科技股份有限公司 董事会审计委员会议事规则 (2025 年 8 月修订) 第一章 总则 第一条 为充分发挥审计委员会对恒锋信息科技股份有限公司(以下简称"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,根据《中 华人民共和国公司法》《中华人民共和国证券法》《上市公司独立董事管理办法》等法 律、行政法规、部门规章、规范性文件和自律规则,制定本议事规则。 第二条 审计委员会是董事会下设专门工作机构,对董事会负责并报告工作。 第三条 审计委员会依据《公司章程》和本议事规则的规定独立履行职权,不受公 司任何其他部门和个人的非法干预。 第二章 人员组成 第四条 审计委员会成员由三名委员组成,由董事会选举产生。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,并由独立董事中会 计专业人士担任召集人。 董事会成员中的职工代表可以成为审计委员会成员。 第五条 审计委员会成员应当具备胜任工作职责的专业知识、工作经验和良好的职 业操守,保证足够的时间和精力履行委员会的工作职责,勤勉尽责,切实有效地监督、 评估公 ...
万邦达: 董事会审计委员会实施细则(2025年7月)
Zheng Quan Zhi Xing· 2025-07-14 12:12
General Principles - The implementation rules aim to strengthen the decision-making function of the board of directors, ensuring effective supervision of the management team and improving corporate governance structure [2] - The Audit Committee is a specialized working body established by the board of directors, responsible for communication, supervision, and verification of internal and external audits [2] Composition of the Committee - The Audit Committee consists of three directors who are not senior management, including two independent directors, with one being a professional accountant serving as the convener [3] - The committee members must possess the professional knowledge and experience necessary to effectively supervise and evaluate the company's internal and external audit work [3] Responsibilities and Authority - The main responsibilities of the Audit Committee include supervising and evaluating external audit work, reviewing financial information, and overseeing internal controls [5] - The committee is responsible for approving financial disclosures and hiring or dismissing external auditors, as well as evaluating the company's internal audit [5][6] Decision-Making Procedures - The Audit Committee must hold meetings at least quarterly, with decisions requiring a majority vote from members present [10][18] - The committee can invite other directors and senior management to attend meetings when necessary [20] Annual Reporting Procedures - The Audit Committee collaborates with the external auditor to determine the schedule for the annual financial report audit and reviews the financial statements before the auditor's engagement [26][27] - After the audit, the committee submits a summary report on the auditor's performance and recommendations for reappointment or replacement to the board [30][31] Confidentiality and Compliance - Committee members are required to maintain confidentiality regarding the company's annual report and must not disclose any information before its public release [15][16] - The implementation rules will take effect upon approval by the board of directors and will be revised in accordance with national laws and regulations [36][37]
电科院: 董事会审计委员会议事规则
Zheng Quan Zhi Xing· 2025-07-03 16:26
General Provisions - The audit committee is established to enhance the supervision of financial information, internal control, and auditing processes within the company [1][2] - The audit committee operates independently and is not subject to interference from other departments or individuals within the company [1][2] Composition of the Audit Committee - The audit committee consists of three directors, with a majority being independent directors, and must include a professional accountant as the chairperson [2][3] - Members must possess relevant professional knowledge and experience, ensuring they can effectively oversee and evaluate internal and external audit work [3][4] Responsibilities and Authority - The main responsibilities of the audit committee include reviewing financial information, supervising external and internal audits, and ensuring effective internal controls [5][6] - The committee has the authority to propose the hiring or replacement of external auditors and to evaluate their performance [6][8] Meeting Procedures - The audit committee is required to hold regular meetings at least quarterly, with additional meetings called as necessary [32][33] - A quorum of two-thirds of the members is required for meetings to proceed, and decisions are made based on majority votes [40][46] Decision-Making and Reporting - Decisions made by the audit committee must be documented and reported to the board of directors, including any dissenting opinions [54][56] - The committee is responsible for tracking the implementation of its decisions and ensuring compliance with legal and regulatory requirements [58][59] Conflict of Interest - Members with a conflict of interest must recuse themselves from discussions and votes related to the matter [61][63] - The committee must ensure that decisions are made without the influence of interested parties [62][63] Miscellaneous Provisions - The rules established for the audit committee are subject to national laws and regulations, as well as the company's articles of association [66][67] - The rules take effect upon approval by the board of directors [67]
海波重科: 审计委员会议事规则(2025年6月)
Zheng Quan Zhi Xing· 2025-06-10 12:57
Core Points - The article outlines the rules and regulations governing the Audit Committee of Haibo Heavy Engineering Technology Co., Ltd, emphasizing its role in enhancing the board's decision-making and overseeing financial activities [1][2]. Group 1: General Provisions - The Audit Committee is established to strengthen the company's financial oversight and operational supervision [1]. - The committee operates independently and is not influenced by other departments within the company [1][3]. - The rules are formulated in accordance with various laws and regulations, including the Company Law and relevant guidelines for listed companies [1][2]. Group 2: Composition of the Committee - The Audit Committee consists of three directors, including two independent directors, with one being a professional accountant [2]. - The committee members are elected by the board, requiring a majority vote for approval [2]. - The term of the committee members aligns with that of the board of directors, and members cannot be removed without cause [2][3]. Group 3: Responsibilities and Authority - The Audit Committee is responsible for supervising and evaluating both internal and external audit processes, ensuring the accuracy and completeness of financial reports [3][4]. - It has the authority to review financial information, hire or dismiss external auditors, and oversee internal controls [3][4][5]. - The committee must report any violations by directors or senior management to the board or shareholders and can directly report to regulatory authorities if necessary [4][5]. Group 4: Meeting Procedures - The Audit Committee is required to meet at least quarterly, with provisions for additional meetings as needed [8][20]. - Meetings can be held in person or through electronic means, ensuring all members can participate [8][21]. - Decisions made during meetings require a majority vote from the members present [8][29]. Group 5: Documentation and Reporting - Meeting records must be accurate and comprehensive, detailing attendance, discussions, and voting outcomes [11][33]. - The company is obligated to disclose the Audit Committee's annual performance in its annual report [11][31].