Bank of China Limited has issued revised Procedural Rules governing the Audit Committee of its Board of Directors, effective upon approval by the Board. These updated rules aim to ensure that the Audit Committee exercises its supervisory responsibilities lawfully, independently, and efficiently.

The document outlines key functions of the Audit Committee, which include overseeing external and internal audits, supervising the accuracy of financial reporting, and reviewing critical accounting policies. Emphasis is placed on the Committee’s role to examine financial affairs, appoint or replace external auditors, review internal audit procedures, and supervise internal control processes. Additionally, the Bank’s Chief Audit Officer now reports directly to the Board and the Committee, underscoring the importance of maintaining independent audits and transparent disclosures.

The revised rules specify the composition of the Committee, requiring it to comprise non-executive directors and maintain a majority of independent directors, with at least one member possessing professional accounting expertise. The Committee Chairman must be an independent director with a strong background in financial matters. Provisions to avoid conflicts of interest are also detailed, restricting members with a direct stake in certain agenda items from voting.

The updated procedural framework highlights deadlines for distributing meeting notices and documentation, encourages separate discussions with external auditors at least twice a year, and requires timely reporting of significant audit findings to the Board. A formal mechanism for assessing the Committee’s effectiveness is introduced, mandating an annual review to ensure that its structure and procedures serve the Bank’s supervisory needs.

By enhancing oversight and clarifying responsibilities, the 2025 revised Procedural Rules reinforce Bank of China’s commitment to transparent governance and robust internal controls.