AIA Group Limited released Version 7.0 of the Terms of Reference for its Audit Committee, approved by the Board and effective from 18 March 2026.
The new charter confirms that the Audit Committee will continue to be composed solely of non-executive directors, with at least three members and a majority being independent. At least one member must possess “appropriate professional qualifications or accounting or related financial management expertise” in line with Hong Kong Listing Rules. A quorum requires three members, including at least one independent director, and the Committee chair must also be independent.
Meeting cadence remains a minimum of four times a year, while ad-hoc sessions may be convened by the Committee chair, any member, the Board chair or the external auditor. Twice annually, the Committee must meet separately with external and internal auditors without management present.
Authority provisions allow the Committee to: • Investigate any activity within its remit, • Obtain independent professional advice at the company’s expense, and • Delegate urgent matters to sub-committees or the Committee chair, subject to subsequent ratification.
Key responsibilities were broadened and clarified: 1. External Audit Oversight – The Committee retains primary responsibility for recommending the appointment, re-appointment, remuneration and removal of the external auditor, monitoring auditor independence and enforcing partner-rotation requirements. 2. Financial Reporting – It must review the integrity of annual, half-year and any ad-hoc financial reports, with explicit focus on changes in accounting policies, major judgment areas, significant audit adjustments and going-concern assumptions. 3. Internal Controls and Audit – Duties include approving the Internal Audit Charter and annual plan, ensuring the internal audit function’s independence, resources and effectiveness, and maintaining a direct functional reporting line from the Group Head of Internal Audit to the Committee. 4. Whistle-Blowing and Compliance – The Committee oversees confidential whistle-blowing arrangements and ensures fair investigation of reported improprieties. It also receives regular updates on material legal and tax issues. 5. ESG Reporting – The Committee will monitor the integrity of, and recommend Board approval for, the Group’s sustainability (ESG) disclosures.
The document also aligns the Audit Committee’s work with other Board committees, especially the Board Risk Committee, to ensure comprehensive coverage of risk assessment and management.
Full meeting minutes will be maintained by the Group Company Secretary, and the updated Terms of Reference are available on AIA’s website.
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