Core Points - The article outlines the work regulations of the Risk and Compliance Management Committee of China COSCO Shipping Specialized Carriers Co., Ltd, aimed at ensuring the company's sustainable and healthy development through effective risk control and governance [1][2]. Group 1: Committee Structure - The Risk and Compliance Management Committee consists of three to five directors, with independent directors making up more than half and serving as the chairperson [2]. - The chairperson is elected from the committee members and is typically a professional familiar with risk management [2]. - The committee's members serve a term aligned with that of the board of directors, with provisions for re-election [2]. Group 2: Responsibilities and Authority - The committee is responsible for guiding the internal control and risk management systems, evaluating the effectiveness of these systems, and supervising the management's implementation of legal and risk management practices [3][4]. - It reviews significant risk management reports and compliance management reports, providing recommendations for improvements [3]. Group 3: Meeting Procedures - The committee is required to meet at least once a year, with provisions for additional meetings as needed, and meetings can be called by a third of the members or the chairperson [4][5]. - A quorum of at least two-thirds of the members is required for meetings to be valid, and decisions are made based on majority votes [5][6]. - Meeting records must be maintained, detailing attendance, agenda items, and decisions made, ensuring transparency and accountability [6][7].

Core Points - The establishment of the Audit, Risk, and Compliance Committee aims to enhance the decision-making function of the board and ensure effective supervision of the management team [1][2] - The committee is responsible for overseeing both internal and external audits, compliance management, risk identification, prevention, and management [2][3] - The committee consists of at least three directors who are not senior management, with a majority being independent directors [2][3] Group 1: Committee Composition and Responsibilities - The committee must ensure members have sufficient time and expertise to fulfill their duties effectively [2] - The committee is tasked with supervising and evaluating external and internal audit work, reviewing financial information, and ensuring the effectiveness of internal controls [3][4] - The committee is required to provide necessary working conditions and support from the management team [2][3] Group 2: Decision-Making and Reporting - The committee must meet at least quarterly and can hold temporary meetings as needed [12][16] - Decisions made by the committee require a majority vote and must be reported to the board for further consideration [23][24] - The committee is responsible for reporting any significant issues related to compliance or internal controls to the board and relevant authorities [9][15] Group 3: Compliance and Risk Management - The committee oversees compliance with financial and non-financial regulations, ensuring adherence to company policies and legal requirements [10][11] - It is responsible for evaluating the company's risk management processes and ensuring that significant risks are identified and managed appropriately [21][22] - The committee must review and supervise the implementation of compliance risk assessment plans and address any complaints received [11][10]

Core Viewpoint - The establishment of the Risk and Compliance Management Committee aims to enhance the company's governance and improve its risk control and compliance management capabilities [1][2]. Group 1: General Provisions - The Risk and Compliance Management Committee is a specialized body under the board of directors responsible for assessing the company's risk and compliance management status and making recommendations for improvement [1][2]. - The committee is governed by various regulations including the Company Law of the People's Republic of China and the Listing Rules of the Shanghai and Hong Kong Stock Exchanges [1]. Group 2: Composition of the Committee - The committee consists of three to five directors, with independent non-executive directors making up more than half of the members [2]. - The chairman of the committee is appointed by the board of directors and is responsible for leading the committee's work [2]. Group 3: Responsibilities and Authority - The committee is tasked with reviewing the company's risk and compliance management plans, organizational structure, and basic systems [8]. - It provides decision-making support to the board regarding compliance management and supervises the management's adherence to legal requirements [8]. - The committee is also responsible for promoting the company's legal construction and supervising the management's compliance with laws [8]. Group 4: Meeting Procedures - Meetings of the committee must be convened with at least two-thirds of the members present, and decisions require a majority vote [5]. - The committee can invite other directors and senior management to attend meetings as necessary [5]. - Meeting records must be kept, and members are required to maintain confidentiality regarding the discussed matters [6]. Group 5: Miscellaneous Provisions - The work rules of the committee will be interpreted by the board of directors and will take effect upon approval by the board [6].