China Reinsurance (Group) Corporation (CHINA RE) has released a revised version of the “Working Rules of the Audit Committee of the Board of Directors,” introducing an extensive overhaul of the committee’s mandate, structure and operating procedures. The updated rules will come into force on 4 June 2026, superseding the 2015 framework.

Key governance enhancements:

1. Committee Composition • Membership must comprise at least three non-executive directors, with independent directors holding the majority. • Both the chair and vice-chair are to be nominated by the Nomination and Remuneration Committee and appointed by the Board; the chair must be an independent director. • Members must possess finance or legal expertise, and at least one independent director must hold professional accounting or financial management qualifications. • Tenure aligns with the directors’ terms, with re-election permitted.

2. Expanded Responsibilities • Oversight of the internal audit framework, including review, monitoring and evaluation of audit execution and internal controls. • Examination of financial affairs, key financial systems, and the integrity of periodic financial statements, with special focus on accounting policy changes, critical judgments and audit adjustments. • Authority to recommend appointment, re-appointment or removal of external auditors, monitor their independence and review their findings. • Power to propose extraordinary shareholders’ or Board meetings, and to initiate legal proceedings against directors or senior executives when necessary. • Mandate to supervise protection of consumer rights, anti-money laundering and counter-terrorism financing efforts.

3. Operating Mechanisms • Minimum of two in-person meetings per year; additional sessions can be called by the Board, the Committee chair or any two members. • Quorum set at more than half of members; resolutions require a simple majority. • Members with material interests in an agenda item must abstain from voting. • The Committee may directly access senior management, engage external advisers at the Company’s expense, and participate in selecting and assessing the head of internal audit.

4. Administrative Support • The Board Office will coordinate Committee activities and ensure information flow. • The internal audit department will provide professional services under the Committee’s guidance.

5. Compliance Alignment • The revised rules incorporate requirements from the Company Law, Corporate Governance Guidelines for Banking and Insurance Institutions, Hong Kong Listing Rules and other relevant regulations. • Any future regulatory changes will take precedence over the current text.

With these updated working rules, CHINA RE aims to strengthen board-level oversight, bolster internal control effectiveness and enhance transparency ahead of the June 2026 implementation date.