Foshan Electrical And Lighting Co.Ltd(000541)
Implementation rules of audit and risk management committee
Chapter I General Provisions
Article 1 in order to strengthen the decision-making function of the board of directors, strengthen the audit, risk and compliance management, improve the corporate governance structure and ensure the effective supervision of the board of directors over the management, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the basic norms of internal control of enterprises, the governance standards of listed companies, the articles of association and other relevant provisions, The company hereby establishes the audit and Risk Management Committee of the board of directors and formulates these implementation rules.
Article 2 the audit and Risk Management Committee of the board of directors is a special working organization under the board of directors, which is mainly responsible for the supervision, verification and communication of internal and external audit, the review of the company’s internal control system, the company’s risk management and compliance management, and is responsible to the board of directors. Chapter II personnel composition
Article 3 the members of the audit and risk management committee shall be composed of three to five directors, and the independent directors shall account for the majority, of which at least one independent director shall be a professional accountant.
Article 4 the members of the audit and risk management committee shall be nominated by the chairman of the board, more than half of the independent directors or one-third of all directors, and elected by the board of directors.
Article 5 the audit and risk management committee shall have a chairman, who shall be an independent director, who shall be responsible for presiding over the work of the Committee; The chairman shall be elected from among the members and reported to the board of directors for approval.
Article 6 The term of office of the audit and risk management committee is the same as that of the board of directors. Upon expiration of the term of office, the members can be re elected. If any member ceases to hold the position of director of the company during the period, he will automatically lose the qualification of member, and the committee will make up the number of members according to the provisions of Articles 3 to 5 above.
Article 7 the audit and risk management committee has an audit department, which is responsible for daily work. Chapter III responsibilities and authorities
Article 8 main responsibilities and authorities of the audit and Risk Management Committee:
(I) propose to hire or replace the external audit institution;
(II) supervise the company’s internal audit system and its implementation;
(III) be responsible for the communication between internal audit and external audit;
(IV) review the company’s financial information and its disclosure;
(V) review the company’s internal control system and audit major connected transactions;
(VI) review the risk management system to ensure that the management has performed its duties and established an effective risk management system;
(VII) review the company’s legal construction and internal control compliance management, and guide, supervise and evaluate the legal construction and internal control compliance management.
(VIII) other matters authorized by the board of directors of the company.
Chapter IV Rules of procedure and procedures
Article 10 the Secretary Office of the board of directors and the audit department shall be responsible for the preliminary preparations for the decision-making of the audit and risk management committee, and provide the written materials of relevant parties of the company:
(I) relevant financial reports of the company;
(II) work reports of internal and external audit institutions;
(III) external audit contract and related work report;
(IV) information disclosed by the company;
(V) audit report on major related party transactions of the company;
(VI) other relevant matters.
Article 11 the audit and risk management committee shall review the written materials provided, make corresponding suggestions, and submit the following relevant written materials to the board of directors for discussion: (I) work evaluation of external audit institutions, employment and replacement of external audit institutions; (II) whether the company’s internal audit system and internal control system are sound and effectively implemented, and whether the company’s financial report is comprehensive and true;
(III) whether the financial reports and other information disclosed by the company are objective and true, and whether the company’s major connected transactions comply with relevant laws and regulations;
(IV) work evaluation of the company’s financial department and audit department, including their principals; (V) other relevant matters.
Article 12 the meeting of the audit and risk management committee is divided into regular meeting and interim meeting. The regular meeting shall be held at least four times a year and once a quarter. The interim meeting shall be proposed by the members of the audit and risk management committee. All members shall be notified five days before the meeting. The meeting shall be presided over by the chairman. If the chairman is unable to attend, he may entrust another member to preside over the meeting.
Article 13 the meeting of the audit and risk management committee shall be held only when more than two-thirds of the members are present; Each member has one vote; Resolutions made at the meeting must be adopted by more than half of all members.
Article 14 the voting method of the audit and risk management committee meeting is a show of hands or voting; An interim meeting may be held by means of communication voting.
Article 15 members of the Secretary Office of the board of directors and the audit department may attend the meeting of the audit and risk management committee as nonvoting delegates, and may also invite directors, supervisors and other senior managers of the company to attend the meeting as nonvoting delegates when necessary.
Article 16 if necessary, the audit and risk management committee may hire an intermediary institution to provide professional advice for its decision-making, and the expenses shall be paid by the company.
Article 17 the convening procedures, voting methods and proposals adopted at the meeting of the audit and risk management committee must comply with the provisions of relevant laws, regulations, the articles of association and these measures.
Article 18 the meeting of the audit and risk management committee shall be recorded, and the members attending the meeting shall sign on the meeting minutes; The minutes of the meeting shall be kept by the Secretary of the board of directors of the company. Article 19 the proposals and voting results adopted at the meeting of the audit and risk management committee shall be reported to the board of directors of the company in writing.
Article 20 all members present at the meeting shall have the obligation to keep confidential the matters discussed at the meeting and shall not disclose relevant information without authorization.
Chapter V supplementary provisions
Article 21 the implementation rules shall come into force as of the date of adoption of the resolution of the board of directors.
Article 22 matters not covered in these Implementation Rules shall be implemented in accordance with relevant national laws, regulations and the articles of Association; In case of any conflict between these rules and the laws and regulations promulgated by the state in the future or the articles of association modified by legal procedures, the provisions of relevant national laws, regulations and the articles of association shall be implemented, and the rules shall be revised immediately and submitted to the board of directors for deliberation and approval.
Article 23 the detailed rules shall be interpreted by the board of directors of the company.
