Ping An Insurance (Group) Company of China, Ltd. has released an updated charter detailing the composition, authority and procedural rules of its Audit and Risk Management Committee.
The committee must comprise at least three non-executive directors, with a majority being independent. The board designates an independent chairman who possesses both accounting expertise and insurance-sector risk management experience. Members serve concurrently with the board’s term, and a dedicated secretary handles day-to-day liaison and meeting logistics.
Mandated responsibilities span four principal areas: 1. External Audit Oversight – recommending the appointment, re-appointment or removal of external auditors; approving their fees and engagement terms; monitoring independence, objectivity and audit effectiveness; and defining rules for non-audit services. 2. Financial Reporting Review – monitoring truthfulness, completeness and accuracy of annual, interim and quarterly reports; scrutinising changes in accounting policies, significant judgements, audit adjustments, going-concern assumptions and compliance with accounting standards and listing rules. Committee members must meet auditors at least twice per year. 3. Internal Control and Risk Management – assessing the adequacy of financial controls, internal control and risk management systems, including resources, staffing and training; coordinating internal and external audit work; ensuring confidential employee reporting mechanisms; and initiating or reviewing major investigation findings. 4. Additional Governance Functions – advising on the appointment or dismissal of the financial director, conducting performance evaluations of directors, and exercising the statutory duties normally assigned to a supervisory committee, which the group does not maintain.
Operationally, the committee meets at least quarterly, with ad-hoc sessions convened as needed. Notice is issued seven days in advance for regular meetings; extraordinary sessions require only sufficient review time. A two-thirds attendance quorum and simple-majority voting apply. Meetings may be held in person or by written resolution, and outside experts may be engaged at the company’s expense. Minutes are permanently archived, resolutions are reported to the board, and participants are bound by strict confidentiality obligations.
The charter reaffirms Ping An’s commitment to robust corporate governance and aligns with applicable laws, regulations, the Hong Kong Stock Exchange Listing Rules and the company’s Articles of Association. In case of any discrepancy, the Chinese version of the document prevails over the English translation.
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