AIA Group Limited

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Terms of Reference for the Audit Committee

AIA Restricted and Proprietary Information

Issued by : Board of AIA Group Limited Date : 23 February 2012 Version : 3.0

Terms of Reference for the Audit Committee

Definitions

For the purposes of these terms of reference (these Terms ):

Audit Committee means the audit committee established by resolution of the Board in accordance with clause 2 of these Terms.

Board means the board of directors of the Company.

Chief Financial Officer means the senior officer of the Company responsible for financial management as appointed by the Board from time to time.

Company means AIA Group Limited.

Company Secretary means the company secretary of the Company.

Directors mean the members of the Board.

Group means the Company and its subsidiaries and associated companies at the relevant time or, where the context so requires, in respect of the period before the Company became the holding company of its present subsidiaries and associated companies, the present subsidiaries and associated companies of the Company or the businesses operated by its present subsidiaries and associated companies or (as the case may be) its predecessor.

Listing Rules mean the Rules Governing the Listing of securities on the Stock Exchange (as amended from time to time).

Management means any persons discharging an executive management role within the Group.

Shareholders mean the shareholders of the Company.

Stock Exchange means The Stock Exchange of Hong Kong Limited.

Constitution

The Audit Committee was established by resolutions of the Board on 1 September 2010.

Membership

The members of the Audit Committee shall be appointed by the Board from among the non-executive Directors and shall consist of not less than three members, a majority of whom shall be independent non-executive Directors and at least one of whom shall be an independent non-executive Director with appropriate professional qualifications or accounting or related financial management expertise as required by the Listing Rules. The quorum for meetings of the Audit Committee shall be two members of whom at least one shall be an independent non-executive Director.

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Terms of Reference for the Audit Committee

A former partner of the Company’s existing auditing firm shall be prohibited from acting as a member of the Audit Committee for a period of one year commencing on the date of his ceasing:
(a) to be a partner of the firm; or
(b) to have any financial interest in the firm,

whichever is later.

The chairman of the Audit Committee shall be appointed by the Board and shall be an independent non-executive Director.

Attendance at Meetings

The Chief Financial Officer, the head of internal audit of the Company and a representative of the external auditors shall normally attend meetings of the Audit Committee. At least twice a year the Audit Committee shall meet with the external and internal auditors separately without the executive Directors or Management being present. The Audit Committee is also able to meet separately with any member of Management or anyone else they may wish to see.

Frequency and Conduct of Meetings

Meetings of the Audit Committee shall be held not less than four times a year. The external auditors may request a meeting if they consider that one is necessary.
An agenda and accompanying meeting papers should be sent in full to all Directors in a timely manner and at least three days before the intended date of a meeting of the Audit Committee (or such other period as agreed by its members).
Management is obliged to supply the Audit Committee with adequate information in a timely manner, in order to enable it to make informed decisions. The information supplied must be complete and reliable. Where a Director requires more information than is provided by Management, the relevant Director should make additional necessary enquiries. The Board and each Director shall have separate and independent access to the Management.

Annual General Meetings

The chairman of the Audit Committee shall attend the Company’s annual general meetings and be prepared to respond to any Shareholder’s questions on the Audit Committee’s activities or in his absence, another member of the Audit Committee, or failing this, his duly appointed delegate.

Authority

The Audit Committee is authorised by the Board to investigate any activity within these Terms. It is authorised to seek any information it requires from

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Terms of Reference for the Audit Committee

any employee and all employees are directed to co-operate with any request made by the Audit Committee.

The Audit Committee is authorised by the Board to obtain outside independent professional advice and to secure the attendance of outsiders with relevant experience and expertise if it considers this necessary. The Audit Committee shall be provided with sufficient resources to discharge its duties. The Audit Committee shall be responsible for establishing the selection criteria, selecting, appointing and setting the terms of reference for any external party who advises the Audit Committee.

Duties

The duties of the Audit Committee shall include:

Relationship with the Group’s auditors

(a) being primarily responsible for making recommendations to the Board on the appointment, reappointment and removal of the external auditor and on the remuneration and terms of engagement of the external auditor, and to consider any questions of resignation or dismissal of that auditor;
(b) reviewing and monitoring the external auditor’s independence and objectivity and the effectiveness of the audit process in accordance with applicable standards;
(c) developing and implementing policy on the engagement of an external auditor to supply non-audit services and reporting to the Board, identifying any matters in respect of which it considers that action or improvement is needed and making recommendations as to the steps to be taken;
(d) discussing with the external auditor before the audit commences, the nature and scope of the audit and the reporting obligations, and ensure co-ordination where more than one audit firm is involved;
(e) discussing problems and reservations arising from the interim and final audits, and any matters the external auditor may wish to discuss (in the absence of Management where necessary);

Review of financial information of the Group

(f) monitoring integrity of the Group’s financial statements, annual reports and accounts, half-year reports and, if prepared for publication, quarterly reports, and reviewing significant financial reporting judgments contained in them. In this regard, in reviewing the Group’s annual reports and accounts, half-year reports and, if prepared for publication, quarterly reports before submission to the Board, the Audit Committee shall focus particularly on:
(i) any changes in accounting policies and practices;
(ii) major judgmental areas;

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Terms of Reference for the Audit Committee

(iii) significant adjustments resulting from audit;
(iv) the going concern assumptions and any qualifications;
(v) compliance with accounting standards; and
(vi) compliance with any requirements from the Stock Exchange and other legal requirements in relation to financial reporting;
(g) in respect of (f) above:
(i) liaising with the Board and Management;
(ii) meeting, at least twice a year and more frequently if the Audit Committee thinks fit, with the Group’s auditors; and
(iii) considering any significant or unusual items that are, or may need to be, reflected in such financial statements, reports and accounts and giving due consideration to any matters that have been raised by the Group’s staff responsible for the accounting and financial reporting function, compliance officer or auditors;

Oversight of the Group’s financial reporting system and internal control procedures

(h) reviewing the Group’s financial controls, internal control and risk management systems;
(i) discussing with Management any matters in relation to the Group’s internal control system and ensuring that Management has discharged its duties in establishing and maintaining an effective internal control system including the adequacy of resources, qualifications and experience of staff of the Company’s accounting and financial reporting function, and their training programmes and budget;
(j) considering any findings of major investigations of internal control matters as delegated by the Board or on its own initiative and Management’s response;
(k) where an internal audit function exists, ensuring co-ordination between the internal and external auditors, ensuring that the internal audit function is adequately resourced and has appropriate standing within the Group, and reviewing and monitoring the effectiveness of the internal audit function;
(l) reviewing the Group’s financial and accounting policies and practices;
(m) reviewing the external auditor’s management letter, any material queries raised by the auditor to Management in respect of the accounting records, financial accounts or systems of control and Management’s response;
(n) ensuring that the Board will provide a timely response to the issues raised in the external auditor’s management letter;

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Terms of Reference for the Audit Committee

(o) reporting to the Board on the matters set out in these Terms;
(p) reviewing arrangements by which employees of the Group may, in confidence, raise concerns about possible improprieties in financial reporting, internal control or other matters and ensuring that proper arrangements are in place for the fair and independent investigation of such matters and for appropriate follow-up action;
(q) acting as the key representative body for overseeing the Group’s relationship with the external auditor; and
(r) considering any other topics, as defined by the Board.

Disagreement as to External Auditors

In the event the Board disagrees with the Audit Committee's view on the selection, appointment, resignation or dismissal of the external auditors, the Audit Committee shall provide a statement explaining its recommendations to the Company for inclusion in the Corporate Governance Report issued by the Company in accordance with Appendix 14 of the Listing Rules.

Reporting Procedures

Full minutes of the Audit Committee’s meetings shall be kept by a duly appointed secretary of the meeting (who should normally be the Company Secretary), and such minutes shall be available for inspection at any reasonable time on reasonable notice by any Director.

Minutes of meetings of the Audit Committee shall record in sufficient detail the matters considered by the Audit Committee and decisions reached, including any concerns raised by Directors, members or dissenting views expressed. Draft and final versions of minutes of such meetings should be sent to all members of the Audit Committee for their comment and records respectively, in both cases within a reasonable time after such meetings.

Without prejudice to the generality of the duties of the Audit Committee set out in these Terms, the Audit Committee shall report back to the Board and keep the Board fully informed of its decisions and recommendations, unless there are legal or regulatory restrictions on its ability to do so.

Terms Available

The Audit Committee shall make available these Terms on request and by inclusion on the Company’s website, thereby explaining its role and the authority delegated to it by the Board.

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AIA Group Limited Governance Information 2012

49833_rns_2012-03-30_934384b7-4259-46e2-8c6c-5f6d1f7c0807.pdf