BAIC Motor Corporation Limited has published a revised Terms of Reference for its Board Audit Committee, effective until March 2026. The document details the committee’s mandate, composition, meeting procedures and reporting lines, underscoring the automaker’s commitment to tighter internal supervision and risk control.

Key Elements of the New Charter

1. Committee Structure • The Audit Committee will consist of five non-executive directors, with independent directors forming the majority and at least one member holding accounting or financial management expertise. • Members are nominated by the Board chairman and elected by a Board majority; the chair of the committee must be an independent non-executive director. • Tenure aligns with the Board term, and members can be re-elected.

2. Core Responsibilities • External Audit Oversight: Recommend appointment, reappointment or removal of external auditors, negotiate audit scope and fees, and monitor auditor independence. • Internal Control & Risk Management: Review financial reporting integrity, oversee internal audit effectiveness and evaluate risk management systems, including whistle-blower arrangements. • Financial Disclosure Review: Examine annual, interim and (if prepared) quarterly reports, focusing on policy changes, significant judgments and compliance with accounting standards and Hong Kong listing rules. • Supervisory Board Duties: In line with China’s Company Law, the committee also assumes certain responsibilities traditionally assigned to a board of supervisors.

3. Meeting Protocols • Minimum of two meetings per year; notices must be circulated three days in advance. • Quorum is two-thirds of members, with proxy attendance permitted through written authorization. • Decisions require a simple majority vote, and dissenting opinions must be recorded and reported to the Board.

4. Operational Support • The Board Office handles administrative tasks, while departments such as audit, finance, disciplinary supervision and legal compliance provide analytical input. • The committee may engage external advisers, with associated costs borne by the company.

5. Compliance and Disclosure • The charter aligns with the PRC Company Law, Hong Kong Listing Rules and BAIC’s Articles of Association. • Any future regulatory conflicts will prompt immediate revisions subject to Board approval.

The updated charter formalizes governance practices aimed at enhancing transparency, reinforcing auditor independence and ensuring rigorous oversight of financial reporting and internal controls across BAIC Motor’s operations.