TIDMAIRC
RNS Number : 4891R
Air China Ld
27 October 2023
Air China Limited
Working Rules of the Audit and Risk Management Committee (the
Supervision Committee) of the Board of Directors (Amended in
2023)
Chapter 1 General Principles
Article 1 In order to improve the decision-making function of the
board of directors (the "Board") of Air China Limited (the
"Company"), enhance the effective supervision over the
management by the Board and maintain a sound corporate
governance structure, the Company established the Audit
and Risk Management Committee (the Supervision Committee)
of the Board of Directors (hereinafter referred to as the
"Committee") and these working rules in accordance with
the Company Law of the People's Republic of China and with
reference to the Code of Corporate Governance for Listed
Companies issued by the China Securities Regulatory Commission,
the listing regulatory rules of the jurisdictions in which
the shares of the Company are listed such as the Rules
Governing the Listing of Stocks on Shanghai Stock Exchange,
the Self-regulatory Guidelines for the Companies Listed
on the Shanghai Stock Exchange No. 1 - Standardized Operation
(the "Standardized Operation Guidelines"), and the Rules
Governing the Listing of Securities on The Stock Exchange
of Hong Kong Limited (the "Hong Kong Listing Rules"), the
Articles of Association of Air China Limited (the "AOA")
and other relevant rules and regulations.
Article 2 As a dedicated committee established by the Board in accordance
with the shareholders' resolution in a general meeting
of the Company, the Committee is accountable to the Board,
and provides advice and recommendations for the decision-making
of the Board. The Committee is mainly responsible for supervising
and assessing the external audit works, proposing the engagement
or replacement of the external auditing firms, supervising
and assessing the internal audit works, coordinating the
internal and external auditing of the Company, reviewing
the financial information of the Company and its disclosures,
supervising and assessing the internal control and risk
management of the Company as well as other matters authorized
by the laws and regulations, the AOA and the Board.
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Members of the Committee should ensure that they dedicate
sufficient time and energy to dutifully perform their duties
and responsibilities. The Company should provide the necessary
working conditions for the Committee. When the Committee
performs its duties and responsibilities, the Company's
management and the relevant departments should cooperate
with the Committee.
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Chapter 2 Composition
Article 3 The Committee shall consist of three to five non-executive
directors, and a majority of the Committee members shall
be independent non-executive directors. The Committee shall
include at least one independent non-executive director
who has adequate expertise in accounting or financial management.
All members of the Committee shall have adequate professional
skills and business experience to perform the Committee's
responsibilities.
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Article 4 The members of the Committee shall not be directors that
serve as senior management of the Company, and shall be
appointed by the Board upon nomination by the chairman
of the Board, more than half of the independent non-
executive directors, or more than one-third of all directors
of the Board.
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Article 5 The Committee shall have one chairman (the "Chairman"),
who shall be an accounting professional and an independent
non-executive director being a member of the Committee
and elected by all Committee members. The Chairman
shall preside over the work of the Committee.
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Article 6 Members of the Committee shall have a term equal to the
term of a director of the Company and may be re-elected
upon expiration of such term. Any member of the Committee
shall concurrently cease to be a member of the Committee
if he or she ceases to be a director of the Company. The
vacancy shall be filled by the Board in accordance with
Articles 3 to 5 herein.
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The Board should regularly assess the independence of the
Committee members and their performance of their duties
and responsibilities. The Board may replace any unsuitable
Committee members as it deems necessary.
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The Company shall provide trainings to the Committee members
to equip them with adequate professional skills in the
areas of law, accounting and corporate regulations that
are necessary to perform their duties in a timely manner.
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Chapter 3 Powers and Responsibilities
Article 7 The Committee shall have the powers and authorities to:
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(1) Make recommendations to the Board on the appointment,
reappointment and removal of the external auditor, approve
the remuneration and terms of engagement of the external
auditor pursuant to the relevant authorizations
and deal with any questions of its resignation or dismissal;
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(2) Review and monitor the external auditor's independence
and objectivity and the effectiveness of the auditing process
in accordance with the applicable standards. The Committee
should discuss with the external auditor the nature and
scope of the audit and relevant reporting obligations before
the audit commences;
(3) Formulate and implement policies on engaging external
auditor to provide non-audit services. Review and monitor
the external auditor's independence and objectivity in
the provision of non-audit services. For this purpose,
"external auditor" includes any entity that is under common
control, ownership or management with the audit firm or
any entity that a reasonable and informed third party knowing
all the relevant information would reasonably conclude
to be part of the audit firm nationally or internationally;
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(4) Supervise and assess the internal audit work of the
Company, including but not limited to:
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1. Guiding and supervising the establishment and implementation
of the internal audit system;
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2. Reviewing the annual internal audit work plan of the
Company;
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3. Supervising and urging the implementation of the internal
audit plan of the Company;
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4. Guiding the effective operation of the internal audit
department. The internal audit department shall report
its work to the Committee, and various audit reports, the
rectification plan and rectification progress of audit
problems submitted by the internal audit department to
the management shall be submitted to the Committee concurrently;
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5. Reviewing the internal audit reports, assessing the
internal audit results and supervising rectification of
material issues;
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6. Supervising the internal audit department to carry out
inspection, at least semi-annually, on the implementation
of significant matters such as the use of proceeds of the
Company, provision of guarantees, connected transactions,
securities investment and derivatives transactions, provision
of financial assistance, purchase or sale of assets and
external investments, large-value transactions and the
transactions with directors, supervisors, senior management,
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controlling shareholders and de facto controller and their
respective associates, and issue an inspection report and
submit it to the Committee;
7. Reporting to the Board on the progress and quality of
internal audit and major problems identified;
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8. The Committee shall issue assessment opinions in writing
in respect of the effectiveness of the internal control
of the Company based on the internal audit report and relevant
information submitted by the internal audit department,
and report to the Board. In the event that the Committee
considers that there is a material deficiency or material
risk in the internal control of the Company, the Board
shall report to the stock exchange where the Company is
listed and make disclosure
in a timely manner;
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9. Overseeing the coordination between the Company's management,
the internal auditing department, other related departments
and the external auditor, ensuring that the internal audit
is adequately resourced and has appropriate standing within
the Company, and reviewing the effectiveness of internal
audits.
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(5) Monitor the Company's financial information and disclosures,
review the truthfulness, accuracy and integrity of the
Company's financial statements, annual reports and accounts,
interim reports, quarterly reports, and the key opinions
relating to financial reporting in any of the above. In
reviewing these reports before submission to the Board,
the Committee should focus on:
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i. any changes in accounting policies and practices;
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ii. any matters that involve significant judgements;
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iii. any significant adjustments made in the course of
auditing work;
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iv. any going concern assumptions and any reservation;
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v. compliance with accounting standards;
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vi. any potential fraud, fraudulent conducts or false statements
relating to the financial reporting;
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vii. compliance with the Hong Kong Listing Rules and other
legal requirements in relation to financial reporting;
and
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viii. any issues over financial reporting that are subject
to rectifications.
(6) In connection with the duties as set forth in item
(5) above, liaise with the Board and the senior management
of the Company and meet with the external auditor conducting
the annual audits for at least twice a year; consider any
significant or unusual matters that are, or may need to
be, reflected in the reports and accounts, and give due
consideration to any matters that have been raised by the
person in charge of the accounting, financial reporting,
compliance and auditing of the Company;
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(7) Discuss the establishment of the Company's risk management
system and internal control system with the management
of the Company to ensure that the management has performed
its duty to establish an effective control system. The
discussion should cover the adequacy of resources of the
Company's accounting and financial reporting function as
well as the internal audit function, staff qualification
and experience, training programs and budget of the Company's
accounting and financial reporting
departments.
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Review the Company's risk management system, internal control
system and legal and compliance management system, and
assess the effectiveness and implementation of the relevant
systems. The aforesaid review and assessment shall cover
aspects including financial control, operational control
and compliance control; assess the effectiveness of the
rules and specifications for the Company's risk investment
(including but not limited to any investment in any financial
derivative instruments), and review the strategy and implementation
plan of the Company for such investment.
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Review the internal control audit plan and audit report
issued by the external auditors and communicate with the
external auditor regarding deficiency identified and any
improvement plan in response to it.
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(8) Consider major investigation findings on risk management
and internal control matters and the management's responses
to the above, as delegated by the Board or on its own initiative;
supervise the rectifying actions to
address the deficiencies in the Company's internal control.
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(9) Review the audit notes submitted to the management
by the external auditor for the annual audit, any material
enquiries raised by the external auditor to the management
regarding accounting records, financial accounts and control
systems, and the management's responses to such enquiries,
and ensure that the Board will provide a timely response
to the issues raised in the audit notes submitted to the
management by the external auditor for the annual audit;
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(10) Review the financial and accounting policies and practices
adopted by the Company and its subsidiaries;
(11) Supervise the Company's connected transactions control
and the daily management of such transactions. Review any
major connected transactions of the Company and submit
written opinions to the Board for its
consideration;
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(12) Listen to the Company's reports on any fraudulent
conducts and the whistle- blower reports of such conducts;
review the following arrangements set up by the Company:
the employees of the Company can raise concerns about possible
improprieties in the financial reporting, internal control
or other matters. The Committee shall ensure that proper
arrangements are in place for the Company to conduct fair
and independent investigations and appropriate actions
of these matters. The employees of the Company and those
who deal with the Company, such as customers and suppliers,
can make anonymous reports to the Committee regarding any
possible improprieties related to the Company.
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(13) Report to the Board and make recommendations on any
matters where action or improvement is needed and other
matters as stipulated in these working rules.
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(14) Address other matters authorized by the Board and
other matters as required by the laws and regulations as
well as the relevant regulations of the stock exchange
where the Company is listed.
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Article 8 Resolutions adopted by the Committee shall be submitted
to the Board for its consideration. The Committee shall
identify and make recommendations on any matters where
any improvement is required. The Committee shall cooperate
with
the supervision and audit activities of the board of supervisors
of the Company.
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The following matters shall be submitted to the Board for
consideration after the approval of more than half of all
the members of the Committee:
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(1) disclosure of financial information and internal control
assessment report in the financial accounting report and
periodic report;
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(2) appointment or dismissal of the accounting firm undertaking
the auditing business of the Company;
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(3) appointment or dismissal of the chief financial officer
of the Company;
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(4) change of accounting policies, accounting estimates
or correction of material accounting errors for reasons
other than changes in accounting standards;
(5) other matters as stipulated by laws, regulations, the
regulatory rules of the jurisdictions in which the shares
of Company are listed and the AOA.
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Article 9 The relevant functional departments of the Company shall
actively provide support and create necessary conditions
for the discharge of its duties by the Committee, such
as providing information and relevant materials and coordinating
the communication with the accounting firm.
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Chapter 4 Rules for Annual Financial Reporting
Article 10 The Committee shall, at the end of each fiscal year, but
before the start of the annual audit, agree with the chartered
accounting firm engaged for the annual audit on a timetable
for auditing the financial statements of the Company.
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The Committee shall urge the accounting firm to submit
its audit report within the agreed timetable, and record
how and for how many times the Committee has done so, and
the results, in a written note, which shall be signed by
the relevant
person in charge.
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Article 11 The Committee shall, before the external auditor for the
annual audit is engaged to audit the annual financial report
of the Company commences its auditing assignment, review
and form its opinion in writing on the financial report
prepared by the Company.
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The Committee shall, after the external auditor for the
annual audit commences its auditing assignment, communicate
with such external auditor for the annual audit on material
issues identified in the auditing process. After the preliminary
audit opinion is issued by such external auditor for the
annual audit, the Committee shall review the audit opinion
and form its opinion in writing on the financial report
of the Company.
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Article 12 The Committee shall vote and reach a decision on the annual
financial report, and submit the decision to the Board
for review and approval. The Committee shall also submit
to the Board a summary report on the audit work done by
the accounting firm of this year, and its decision on the
renewal of the engagement of the existing accounting firm
or the engagement of a new accounting firm for the new
year.
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The documents relating to the audit of the annual financial
report of the Company (as considered and reviewed by the
Committee) shall be disclosed in the annual report of the
Company.
Chapter 5 Procedural Rules
Article 13 The Committee may hold regular or ad hoc meetings. The
Committee meeting shall be called and presided by the Chairman,
or if the Chairman is unable or unwilling to perform such
duties, a member who is an independent non-executive director
shall be appointed to perform such duties on his or her
behalf. Regular meetings shall be held at least four times
a year. Ad hoc meetings may be held when so requested by
more than two members of the Committee or when the
Chairman deems it to be necessary.
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The Committee shall hold a meeting at least once a year
to communicate with the
external auditor without the presence of the management
of the Company. The secretary of the Board may attend the
meeting in a non-voting capacity.
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The meeting notice shall be issued 5 days before the date
of meeting, and the aforesaid advance notice period may
be waived by the unanimous consent of all Committee members.
Meeting papers shall be sent 3 days before the date of
meeting.
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Article 14 The quorum of a meeting of the Committee shall be two-thirds
of all Committee members. Each member present shall have
one vote. The resolution of the meeting must be passed
by more than half of all the members before such
resolution becomes effective.
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Should a committee member have any conflict of interest
with respect to any matters to be decided at a meeting
of the Committee, he or she shall abstain. If a resolution
cannot be passed due to the abstention of the Committee
member(s), the relevant matter shall be submitted to the
Board for its review and decision.
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Article 15 The Committee's meetings may be held in the form of, including
but not limited to, physical meetings, teleconferences
such as video meetings and conference call meetings, combination
of physical meeting and teleconference, or by way of written
resolutions. The Committee members should attend the meetings
in person and express whether they vote in favor of, against
or abstain from voting for the matters to be decided. Should
any Committee member be unable to attend the meeting in
person, he or she may deliver a proxy letter in writing
duly signed by such Committee member, appointing another
Committee member to attend the meeting and to express opinions
on his or her behalf. The proxy letter should clearly state
the extent of authorization and its time limit. Each Committee
member may only accept one other Committee member's proxy.
Should a Committee member who is an independent non-executive
director cannot attend the meeting in person, he or she
shall authorize another Committee member who is an independent
non-executive director to attend on his or her behalf.
Article 16 Should the Committee deems it necessary, the directors,
supervisors and senior management of the Company may be
invited to attend the meeting, and representatives of the
external auditor, internal auditors, financial officers,
legal counsels and other relevant personnel may also be
invited to attend the meeting and provide necessary information.
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Article 17 The Committee shall establish a joint working group, comprising
the senior management of the Company and/or the person
in charge of the relevant functional departments, to provide
support to the Committee. The Committee may, if necessary,
engage experts or intermediary institutions to provide
professional opinions in its decision-making process and
any reasonable cost arising therefrom shall be borne by
the Company.
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Article 18 The procedures for holding, methods of voting of, and resolutions
passed by the meeting of the Committee must comply with
the relevant laws and regulations, the AOA and these working
rules.
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Article 19 The Committee shall prepare minutes of its meetings, which
shall be signed by the Committee members who have attended
the meeting and shall be kept by the office of the Board.
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Article 20 The resolutions passed by, and the results of voting conducted
at, the Committee meetings shall be reported in writing
to the Board.
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Article 21 Members attending a Committee meeting shall keep any matter
discussed at the meeting confidential, and shall not disclose
any related information unless duly
authorized for such disclosure.
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Chapter 6 Miscellaneous
Article 22 These working rules are formulated by the Board and shall
become effective upon the approval of the Board.
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Article 23 In case of any matters not provided herein or conflicts
with the provisions of the laws, administrative regulations,
other relevant regulatory documents or the AOA promulgated
after these working rules come into effect, such provisions
of the laws, administrative regulations, other relevant
regulatory documents or the AOA shall prevail.
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Article 24 The Board reserves the rights to amend and interpret these
working rules.
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END
STRFIFEFIDLDFIV
(END) Dow Jones Newswires
October 27, 2023 02:00 ET (06:00 GMT)
Air China Ld (LSE:AIRC)
Gráfica de Acción Histórica
De Mar 2024 a Abr 2024
Air China Ld (LSE:AIRC)
Gráfica de Acción Histórica
De Abr 2023 a Abr 2024
