AIA Group Limited has released Version 7.0 of the Terms of Reference for its Remuneration and Leadership Committee (the “Committee”), with an effective date of 18 March 2026. The document outlines expanded oversight responsibilities, refined governance structures and updated remuneration controls aimed at reinforcing alignment between people strategy and long-term stakeholder value.
Key Updates and Responsibilities • Scope of oversight: The Committee will supervise the Group’s overall people strategy, including talent acquisition, leadership development, succession planning, diversity & inclusion, culture, and workforce sustainability. • Remuneration governance: The Committee is charged with establishing and monitoring all remuneration and talent policies, approving short- and long-term incentive plans—including equity-based awards—and determining specific pay outcomes for Directors, Senior Management, Key Persons in Control Functions (KPiCF) and Material Risk Takers (MRT). • Risk and conduct integration: The Committee must ensure remuneration frameworks do not encourage excessive risk-taking, apply malus and clawback mechanisms where necessary, and coordinate with the Risk Committee on behavioural and cultural metrics. • Succession planning: A dedicated mandate now covers robust succession plans for key leadership positions, with special focus on the Group Chief Executive (GCE) and President roles. • Workforce metrics: The Committee will track engagement, conduct and capability indicators, intervening where misalignment with AIA’s purpose, values or risk culture is detected.
Committee Composition and Operations • Membership: Minimum of three directors, with a majority and the Chair being independent non-executive directors (INEDs). • Quorum: Three members, including at least one INED. • Meeting frequency: At least four times per year; additional meetings convened as needed. • Independence safeguards: Members must disclose any conflicts; conflicted individuals are excluded from related votes and discussions. • Authority: Empowered to seek information from management, engage external remuneration advisors, and delegate tasks to sub-committees or the Committee Chair for urgent matters.
Decision-Making Framework • Performance linkage: A significant portion of executive pay remains performance-related, tied to metrics that reflect financial results, risk outcomes and long-term shareholder interests. • Peer benchmarking: Remuneration positioning will consider practices and performance of comparable companies. • Remuneration adjustments: The Committee can apply discretion to adjust, defer or recover remuneration in cases of misconduct, risk management failures or reputational harm.
Reporting and Transparency • Minutes: Detailed records will be maintained and made available to directors. • Board reporting: The Committee will keep the Board fully informed of decisions and recommendations. • Shareholder engagement: The Committee Chair will address remuneration matters at annual general meetings and advise shareholders on voting where required. • Public disclosure: The updated Terms of Reference will be accessible on AIA’s website.
Coverage of Senior Management An addendum lists positions classified as Senior Management, including members of the Group Executive Committee (e.g., Group Chief Executive, Group Chief Financial Officer, Regional Chief Executives) and CEOs of key business units such as Group Agency Distribution and AIA Investment Management Private Limited.
Review Cycle The Committee will periodically review its Terms of Reference and propose revisions to the Board to ensure continued alignment with regulatory developments and corporate strategy.
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