审计与风险管理

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中国铁建: 中国铁建董事会审计与风险管理委员会工作细则(2025年修订)
Zheng Quan Zhi Xing· 2025-06-20 12:06
Core Points - The article outlines the operational guidelines for the Audit and Risk Management Committee of China Railway Construction Corporation Limited, aiming to enhance corporate governance and compliance with relevant laws and regulations [1][2]. Group 1: Committee Structure and Responsibilities - The Audit and Risk Management Committee consists of three to five non-executive directors, with a majority being independent non-executive directors, and at least one member must be an accounting professional [2]. - The committee is responsible for reviewing financial information, supervising internal and external audits, and evaluating internal control systems [1][9]. - The committee must ensure compliance with laws and regulations, guide the establishment of risk management and internal control systems, and assess their effectiveness [5][9]. Group 2: Meeting Procedures - The committee is required to hold at least one meeting per quarter and can convene additional meetings as necessary [13]. - Meetings must be announced at least three days in advance, and a quorum requires the presence of two-thirds of the members [13][15]. - Decisions made during meetings must be documented, and all members are bound by confidentiality regarding the discussions [32]. Group 3: Reporting and Accountability - The committee must report its findings and recommendations to the board of directors, including any issues related to financial reporting and compliance [8][10]. - It is responsible for evaluating the performance of internal and external auditors and making recommendations regarding their appointment or dismissal [6][9]. - The committee has the authority to propose actions against directors or senior management if their conduct harms the company's interests [7][10].