China Pacific Insurance (Group) Co., Ltd. has introduced an official Terms of Reference for its Audit and Related Party Transaction Control Committee. The document aims to strengthen the Board’s decision-making function, supervise financial disclosures, enhance internal and external audit effectiveness, and establish rigorous oversight mechanisms.
The Committee comprises directors without senior management roles, with a majority of independent non-executive directors. At least one independent non-executive director must possess professional expertise in finance, accounting, law, or auditing. The term of each Committee member coincides with their tenure as a director, and replacements follow the prescribed nomination and election process.
The Terms of Reference grant the Committee multiple duties, including reviewing and supervising the external auditor’s independence, overseeing the Company’s financial information and internal control procedures, and examining the truthfulness and completeness of periodic financial statements. Additionally, the Committee manages related party transactions by focusing on risk control, compliance, and fairness.
Notably, the Committee has specific authority over the Company’s finances, including supervising directors and senior management for any non-compliance and proposing the convening of Board or shareholders’ meetings if concerns are identified. The Committee can request management to conduct investigations, obtain relevant information from any employee, and commission external professional advice when necessary to fulfill its oversight role.
The Terms of Reference took effect upon approval by the Board. They also clarify that in the event of changes in laws or amendments to the Articles of Association, the document will be updated accordingly, ensuring consistency with legal and regulatory requirements.