AIA Group Updates Board Risk Committee Mandate; Version 10.0 Takes Effect 18 March 2026

Bulletin Express
03/31

AIA Group Limited (abbrev. “AIA”) released the Version 10.0 Terms of Reference for its Board Risk Committee, setting an effective date of 18 March 2026. Key elements are outlined below.

1. Committee Composition and Independence • The Board Risk Committee (the “Committee”) must comprise at least three directors, with a majority—including the chair—being independent non-executive directors. • Quorum is set at three members, with at least one independent director present. • The Committee chair is appointed by the Board and must be an independent non-executive director.

2. Meeting Frequency and Access • The Committee is required to meet at least four times annually. • Additional meetings can be convened at the request of any Committee member, the Board Chairman, the Audit Committee chair or the Group Chief Risk Officer (CRO). • At least four sessions each year will be held with the Group CRO in the absence of executive management to ensure unfiltered risk discussions.

3. Expanded Risk Governance Structure • Two management-level bodies—Group Financial Risk Committee and Group Operational Risk Committee—report directly to the Board Risk Committee and Group Executive Committee, covering financial and non-financial risks respectively. • Group Risk, led by the Group CRO, remains responsible for day-to-day implementation of the Risk Management Framework and maintaining the Group’s Risk Profile.

4. Core Mandate and Responsibilities • Advise the Board on the Group’s Risk Appetite Statement, Risk Principles and Risk Tolerances. • Review, at least annually, the adequacy and effectiveness of the Risk Management Framework, including capital adequacy assessments and Own Risk and Solvency Assessment (ORSA) reports. • Oversee regulatory compliance, anti-money laundering and sanctions programmes, and monitor emerging risks such as digital transformation and cybersecurity. • Evaluate management’s effectiveness in embedding a robust risk culture and ensuring adequate resources for risk management. • Possess authority to obtain external advice, establish sub-committees, and make urgent decisions between scheduled meetings, subject to subsequent ratification.

5. Reporting and Coordination • Detailed minutes of each meeting must be maintained and made available to directors on request. • The Committee coordinates closely with the Audit Committee, Remuneration and Leadership Committee, and Technology, Operations and Data Committee to ensure comprehensive oversight and alignment on financial reporting, remuneration-linked risk incentives and emerging technology risks.

6. Periodic Review • The Terms of Reference will be reviewed periodically, with any recommended changes requiring Board approval.

The updated mandate underscores AIA’s commitment to enhanced risk oversight, formalises clearer lines of accountability and strengthens coordination across board-level committees ahead of its 2026 implementation date.

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