Vanfund Urban Investment&Development Co.Ltd(000638) detailed rules for the implementation of the audit committee of the board of directors
Vanfund Urban Investment&Development Co.Ltd(000638)
Implementation rules of the audit committee of the board of directors
Chapter I General Provisions
Article 1 in order to strengthen the risk control and financial supervision functions of the board of directors, achieve prior audit and professional audit, ensure the effective supervision of the board of directors over the management, and improve the corporate governance structure, the company has specially established the audit committee of the board of directors and formulated the detailed rules for the implementation of the audit committee of Vanfund Urban Investment&Development Co.Ltd(000638) board of directors in accordance with the company law of the people’s Republic of China, the governance standards of listed companies, the articles of association of the company and other relevant provisions.
Article 2 the audit committee of the board of directors is a special working organization established by the board of directors, which is mainly responsible for the communication, supervision and verification of internal and external audit of the company.
Chapter II personnel composition
Article 3 the members of the audit committee are composed of three directors, with the majority of independent directors. At least one independent director among the members is a professional accountant.
Article 4 the members of the audit committee shall be nominated by the chairman of the board of directors, more than half of the independent directors or one third of all the directors, and shall be elected by the board of directors.
Article 5 the audit committee shall have a chairman, who shall be an independent director and 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 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 supplement the number of members according to the provisions of Articles 3 to 5 above.
Article 7 the audit committee shall establish an audit working group as its daily office, which shall be responsible for daily work liaison and meeting organization.
Chapter III responsibilities and authorities
Article 8 the main responsibilities and authorities of the audit committee are as follows:
(I) propose to hire or replace the external audit institution;
Vanfund Urban Investment&Development Co.Ltd(000638) detailed rules for the implementation of the audit committee of the board of directors
(II) supervise and evaluate the internal work of the company;
(III) supervise and evaluate the external audit;
(IV) be responsible for the communication and coordination between internal audit and external audit;
(V) review the company’s financial information and its disclosure;
(VI) review the company’s internal control system, audit major related party transactions, supervise and evaluate the company’s internal control;
(VII) be responsible for other matters authorized by laws and regulations, the articles of association and the board of directors of the company.
Article 9 the audit committee shall be responsible to the board of directors, and the proposals of the committee shall be submitted to the board of directors for deliberation and decision. The audit committee shall cooperate with the board of supervisors in the audit activities.
Chapter IV decision making procedures
Article 10 the audit working group shall be responsible for the preliminary preparations for the decision-making of the audit 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 at the meeting of the audit committee, the report provided by the audit working group shall be reviewed, and the relevant written resolution materials shall be submitted 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 has been 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.
Chapter V rules of procedure
Vanfund Urban Investment&Development Co.Ltd(000638) detailed rules for the implementation of the audit committee of the board of directors
Article 12 the meeting of the audit 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 committee. All members shall be notified at least two days before the meeting is held. With the unanimous consent of all members, the aforesaid notice period for convening the meeting may be shortened or exempted, but the convener shall make an explanation at the meeting. The meeting shall be presided over by the chairman. If the chairman is unable to attend, he may entrust another member (independent director) to preside over the meeting.
Article 13 the meeting of the audit 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 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 audit working group may attend the meeting of the audit committee as nonvoting delegates, and may invite other directors, supervisors and other senior managers of the company to attend the meeting as nonvoting delegates when necessary.
Article 16 if necessary, the audit committee may employ 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 committee must comply with the provisions of relevant laws, regulations, the articles of association and these rules.
Article 18 the meeting of the audit 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 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 VI supplementary provisions
Article 21 the implementation rules shall be implemented from 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 right to interpret these rules belongs to the board of directors of the company.
Vanfund Urban Investment&Development Co.Ltd(000638) detailed rules for the implementation of the audit committee of the board of directors
Vanfund Urban Investment&Development Co.Ltd(000638) board of directors April 2002
