-
-
-
-
-
Investor Relations
-
-
BLOG
NEWS CENTER
Working Rules of the Audit Committee of the Board of Directors of Jiangsu Shentong Valve Co., Ltd.
Release time:
2023-12-10
Jiangsu Shentong Valve Co., Ltd.
Working Rules of the Audit Committee of the Board of Directors
(Revised at the 11th Meeting of the 6th Board of Directors)
Section 1 General Provisions
Article 1 In order to strengthen the decision-making function of the board of directors of Jiangsu Shentong Valve Co., Ltd. (hereinafter referred to as the "Company"), achieve pre-audit and professional audit, ensure the effective supervision of the board of directors over the managers, and improve the corporate governance structure, according to the "the People's Republic of China Company Law", "Listed Company Governance Guidelines", "Articles of Association", "Independent Director System" and other relevant regulations, the company hereby establishes the audit committee of the board of the board of directors.
Article 2 the audit committee of the board of directors is a special working body established by the board of directors in accordance with the resolution of the general meeting of shareholders, which is mainly responsible for the communication, supervision and verification of the internal and external audit of the company.
Section 2 Composition of Personnel
Article 3 The members of the audit committee shall be composed of three directors. The members of the audit committee shall be directors who are not senior managers of the company. Two of them shall be independent directors, and one of them must be an accounting professional.
Article 4 The members of the audit committee shall be nominated by the chairman of the board of directors, 1/2 or more independent directors, or the 1/3 of all directors, and shall be elected by the board of directors.
Article 5 The Audit Committee shall have a chairman (I. e. convener), who shall be an accounting professional and shall be responsible for presiding over the work of the Committee; the chairman shall be elected by a majority of the members and shall be reported to the Board of Directors for the record.
Article 6 The term of office of the Audit Committee shall be the same as that of the Board of Directors, and the term of office of the members shall expire and may be re-elected. During the period, if any member ceases to hold the post of director of the company, he will automatically lose his qualification as a member, and the committee will make up the number of members in accordance with the provisions of articles 3 to 5 above.
Article 7 The Audit Department under the Audit Committee shall be the daily office, responsible for daily work liaison and meeting organization.
Section 3 Duties and Authority
Article 8 The main duties and powers of the Audit Committee:
(I) monitor and evaluate the work of external auditors;
(II) supervision and evaluation of internal audit work;
(III) review and comment on the Company's financial reports;
(IV) monitor and evaluate the Company's internal controls;
(V) coordinate the communication between management, internal audit department and related departments and external audit institutions;
(VI) other matters authorized by the company's board of directors and other matters involved in laws and regulations and relevant regulations of the Shenzhen Stock Exchange.
The audit committee shall report to the board of directors on the measures it deems necessary to take or improve, and make recommendations.
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 Supervisors' audit activities.
Section IV Decision-making procedures
Article 10 The Audit Department shall be responsible for the preliminary preparations for the decision-making of the Audit Committee and provide written information on the relevant aspects of the Company:
Relevant financial reports of (I) companies;
Work reports of internal and external audit institutions of the (II);
(III) external audit contracts and related work reports;
Information disclosed by the (IV) company to the outside world;
(V) the audit of major related transactions of the company;
(VI) other related matters.
Article 11 The meeting of the audit committee shall comment on the report provided by the audit department and submit the relevant written resolution materials to the board of directors for discussion.
(I) the evaluation of the work of the external audit institution, the appointment or replacement of the external audit institution by the listed company shall be considered by the audit committee and made recommendations to the board of directors before the board of directors can consider the relevant proposals;
(II) whether the company's internal audit system has been effectively implemented and whether the company's financial reports are comprehensive and true;
(III) whether the company's financial reports and other information disclosed to the outside world are objective and true, and whether the company's major related transactions comply with relevant laws and regulations;
(III) the evaluation of the work of the financial department and audit department within the company, including their principals;
(IV) other related matters.
Article 12 The audit committee shall review the company's financial and accounting reports, put forward opinions on the authenticity, accuracy and completeness of the financial and accounting reports, focus on major accounting and auditing issues in the company's financial and accounting reports, and pay special attention to whether there is any financial accounting Report-related fraud, fraud and the possibility of material misstatement, and supervise the rectification of financial and accounting report issues.
The Audit Committee shall make recommendations to the Board of Directors on the hiring or replacement of external auditors, review the audit fees and terms of employment of external auditors, and shall not be unduly influenced by the major shareholders, actual controllers or directors, supervisors and senior management of the listed company.
The audit committee shall urge the external audit institutions to be honest and trustworthy, diligent and responsible, strictly abide by business rules and industry self-discipline norms, strictly implement the internal control system, verify and verify the company's financial and accounting reports, fulfill the obligation of special care, and prudently express professional opinions.
Article 13 If the directors, supervisors and senior managers of the company find that there are false records, misleading statements or major omissions in the financial accounting report issued by the company and report to the board of directors and the board of supervisors, or the sponsor, independent financial consultant or external audit institution points out to the board of directors and the board of supervisors that there are false records, misleading statements or major omissions in the financial accounting report of the company, The Audit Committee shall urge the relevant responsible departments of the company to formulate rectification measures and the rectification time, carry out follow-up review, supervise the implementation of rectification measures, and timely disclose the completion of rectification.
Section V Proceedings
Article 14 The meetings of the Audit Committee shall be divided into regular meetings and ad hoc meetings, which shall be held at least four times a year and once a quarter, and the ad hoc meetings shall be proposed by the members of the Audit Committee. All members must be notified seven days before the meeting is held. 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.
Article 15 A meeting of the Audit Committee shall be held only when more than 2/3 members are present; each member shall have one vote; and resolutions made at the meeting must be adopted by a majority of all members.
Article 16 The voting method of the audit committee meeting shall be a show of hands or a vote; an interim meeting may be convened by correspondence voting.
Article 17 Members of the Audit Department may attend committee meetings as non-voting delegates, and may also invite company directors, supervisors and other management personnel to attend meetings as non-voting delegates when necessary.
Article 18 If necessary, the committee may hire an intermediary agency to provide professional advice for its decision-making, and the expenses shall be borne by the company.
Article 19 The procedures for convening the meeting of the Audit Committee, the voting method and the proposals passed at the meeting must comply with the relevant laws, regulations, the articles of association of the company and the provisions of these Measures.
Article 20 The meeting of the audit committee shall be recorded, and the members present at the meeting shall sign the minutes of the meeting; the minutes of the meeting shall be recorded and kept by the secretary of the board of directors.
Article 21 The proposals and voting results passed at the audit committee meeting shall be reported to the company's board of directors in writing.
Article 22 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.
Article 23 A company shall disclose in its annual report the performance of the audit committee, mainly including the specific circumstances of its performance of duties and the convening of the audit committee meeting. If the audit committee makes a deliberation opinion to the board of directors on matters within the scope of its duties, and the board of directors fails to adopt it, the company shall disclose the matter and fully explain the reasons.
Section VI Supplementary Provisions
Article 24 matters not covered in these working rules shall be implemented in accordance with the relevant laws, regulations and the articles of association of the company; if these working rules conflict with the laws and regulations promulgated in the future or the articles of association amended by legal procedures, they shall be implemented in accordance with the provisions of relevant laws, regulations and the articles of association, and shall be revised immediately and submitted to the board of directors for deliberation and approval.
Article 25 The working rules shall be interpreted and revised by the board of directors of the company.
Article 26 These working rules shall be formally implemented from the date of adoption by the board of directors of the company.
Board of Directors of Jiangsu Shentong Valve Co., Ltd.
10 December 2023
Key words:
Previous Page:
Recommend News
Service Hotline
Address: No.8 Shengtong Road, Huilong Town, Qidong City, Jiangsu Province
Sales Department for Special Valves for Metallurgy:
Sales Office for Nuclear Power Military Industry:
Sales Department for Special Valves for the Energy Industry: 86-513-83330958
E-mail: stfm668@163.com
Recruitment Hotline: 86-513-83335930
E-mail for Job Application: zp@stfm.cn
