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回避制度//Challenge system 审计报告翻译 财务报表翻译 股东协议 中文翻译英文 中英对照

回避制度//Challenge system

有利害关系的委员回避后审计委员会不足出席会议的最低法定人数时,应当由全体委员(含有利害关系委员)就该等议案提交公司董事会审议等程序性问题作出决议,由公司董事会对该等议案进行审议。//Where the number of members is below the quorum for convening an audit committee meeting following the withdrawal of the member involved, all members (including the member involved) are required to reach an agreement on the procedure issues for submitting the item subject to voting to the Board of Directors for examination, and the Board of Directors shall consider the questioned item.

审计委员会会议记录及会议决议应写明有利害关系的委员未计入法定人数、未参加表决的情况。//No consideration of the member involved into the quorum and no voting made by the member involved shall be noted expressly in the minutes of meeting and resolution adopted by the meeting of the Audit Committee.


董事会对审计委员会的监督与评估机制//Supervision and assessment mechanism of the Board of Directors to the Audit Committee

审计委员会接受公司董事会的监督,董事会于每年年末对审计委员会的工作进行评估,具体工作由董事会办事机构负责。//The Audit Committee accepts the supervision of the Board of Directors. The Board of Directors is entitled to conduct assessment on the work of the Audit Committee at the end of each year, and the specific work for this purpose shall be taken care of by the working organ of the Board of Directors.

 评估的内容主要包括://Major assessment items include:

本细则是否符合法律、法规和监管的需要;//if this Working Rules comply with the demand and requirement by law, bylaw and supervision execution;

审计委员会委员是否独立于公司管理层;//if all members of the Audit Committee are independent from the Company Management;

各委员是否具有合法的任职资格、适当的专业技能和经验;//if all members of the Audit Committee are qualified with lawful qualifications, competent professional expertise and experience, being a member of the Audit Committee;

各委员是否充分理解并履行其职责;//if all members understand and perform their duties;

审计委员会是否与公司财务部门、内部审计部门和外部审计机构定期沟通并获得充足信息;//if the Audit Committee regularly communicates or change views with the Company financial department, internal audit department and external audit agency, and acquire adequate information from such activities;

对内部审计部门和外部审计机构提出问题作出反馈。//if quick responses have been made to any questions suggested by the internal audit department and the external audit agency.

审计委员会应于每个会计年度结束之日起三个月内,向董事会提交年度工作情况汇报。//The Audit Committee shall submit an annual work report to the Board of Directors within three (3) months following the ending of each FY.


审计委员会委员个人或其近亲属,或委员个人或其近亲属控制的企业与会议所讨论的议题有直接或者间接的利害关系时,该委员应尽快向审计委员会披露利害关系的性质与程度。//Where an audit committee member himself/herself or his/her near relatives, or any enterprises under the control of such member or his/her near relatives have direct/indirect interests with any of the items under discussion in the meeting, such member is obligated to disclose the nature and degree of such interests to the Audit Committee.


 前款所称“近亲属”是指配偶、父母及配偶的父母、兄弟姐妹及其配偶、年满18周岁的子女及其配偶、配偶的兄弟姐妹和子女配偶的父母。//The term of “near relatives” herein means his/her spouse, his/her parents and spouse’s parents, his/her brothers and sisters and their spouse, over-18-yare-old sons and daughters and their spouse, the brothers and sister of their spouse, and the parents of spouse of his/her sons and daughters.

发生前条所述情形时,有利害关系的委员在审计委员会会议上应当详细说明相关情况并明确表示自行回避表决。//In any cases mentioned above, the member involved is obligated to make detailed statement/explanation in a meeting of the Audit Committee and disclaim his/her right of making a vote.

 但审计委员会其他委员经讨论一致认为该等利害关系对表决事项不会产生显著影响的,有利害关系委员可以参加表决。//However, it may be exceptional for the member involved to make a vote, if other members reach an agreement through discussion that such interest relationship has no significant influence on the item subject to voting.

 公司董事会如认为前款有利害关系的委员参加表决不适当的,可以撤销相关议案的表决结果,要求无利害关系的委员对相关议案进行重新表决。//The Board of Directors has the power to declare the voting result made to the questioned item by the Audit Committee invalid, if it considers that the member involved as defined above is not suitable to participate in the voting, and further require other members not involved to make new voting on such item.

审计委员会会议在不将有利害关系的委员计入法定人数的情况下,对议案进行审议并做出决议。//The Audit Committee meeting then re-examines and adopts new resolution on the questioned item without consideration of the member involved into the quorum.

 

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