1.1 As directed by the Articles of Government (Article 5.3), the Board of Governors has established an Audit & Risk Committee.

Transcription

1 University for the Creative Arts Audit & Risk Committee: Terms of Reference 1 Status and authority 1.1 As directed by the Articles of Government (Article 5.3), the Board of Governors has established an Audit & Risk Committee. 1.2 The Committee is authorised by the Board of Governors to investigate any activity within its terms of reference and in pursuit of this may: i) seek any information it requires from any employee; all employees are directed to co-operate with any request made by the Committee ii) obtain outside legal or other independent professional advice and secure the attendance of non-members with relevant experience and expertise if it considers this necessary, normally in consultation with the Vice- Chancellor and Chairman of the Governing Body. However, it may not incur direct expenditure in this respect in excess of 5,000 without the prior approval of the Board of Governors. 1.3 The Audit & Risk Committee will review the audit aspects of the draft annual financial statements. These will include the external audit opinion, the statement of members responsibilities, the corporate governance statement and any relevant issue raised in the external auditor s management letter. 1.4 The Committee should, where appropriate, confirm with the internal and external auditors that the effectiveness of the internal control system has been reviewed, and comment on this in its annual report to the Board of Governors. 2 Terms of Reference 2.1 The Committee is responsible for: i) advising the Board of Governors on the appointment of the external auditor, the provision of any non-audit services by the external auditor and any questions of resignation or dismissal of the external auditor; ii) iii) iv) approving the external audit fee; discussing, the nature and scope of the audit with the external auditor, before the audit commences, - and approving the external audit strategy; discussing with the external auditors problems and reservations arising from the interim and final audits, including a review of the management letter incorporating management responses and any other matters the external auditor may wish to discuss (in the absence of management where necessary);

2 v) considering and advising the Governing Body on the appointment and terms of engagement of the internal auditor, the provision of any nonaudit services by the internal auditor and any questions of resignation or dismissal of the internal auditor; vi) vii) viii) ix) approving the internal audit fee; reviewing the internal auditor s audit needs assessment, approving the audit strategy and plan; considering major findings of internal audit investigations and management s response and promoting co-ordination between the internal and external auditors; satisfying itself that the resources made available for internal audit are sufficient to meet the University s needs (or making a recommendation to the Board of Governors where appropriate) keeping under review the effectiveness of control and governance arrangements and in particular reviewing the external auditor s management letter, the internal auditor s annual report and management responses; x) keeping under review the effectiveness of the risk management arrangements through the consideration of reports and presentations by risk owners; xi) xii) xiii) xiv) xv) xvi) xvii) xviii) xix) monitoring the implementation of agreed audit-based recommendations from whatever source; keeping under review the effectiveness of the management of the quality of data submitted to HESA, HEFCE and other funding bodies; ensuring that all significant losses are properly investigated and that the internal and external auditors, and where appropriate the HEFCE Accounting Officer, are informed; overseeing the University s policies on fraud and irregularity and bribery, including being notified of any action taken under those policies; receiving reports of any serious incidents that have been reported to HEFCE by the Accountable Officer and for advising the Board of Governors accordingly; receiving an annual report on donations received by the University and the operation of its Donations Policy; satisfying itself that satisfactory arrangements are in place to promote economy, efficiency and effectiveness, e.g. by considering value for money strategies and receiving reports monitoring compliance with the strategies; receiving any relevant reports from the National Audit Office, the HEFCE and other organisations; agreeing performance measures for annual monitoring and evaluation of the performance and effectiveness of external and internal auditors,

3 including any matters affecting their objectivity, and to make recommendations to the Board of Governors concerning their reappointment, where appropriate; xix) xx) xxi) xxii) xxiii) xxiv) considering elements of the annual financial statements in the presence of the external auditor, including the auditor s formal opinion, the statement of members responsibilities and the statement of internal control in accordance with HEFCE s Accounts Directions; reviewing the University s Financial Regulations in consultation with the Employment & Finance Committee and making recommendations for subsequent ratification by the Board of Governors; in the event of merger or dissolution of the University, to ensure that the necessary actions are completed, including arranging for a final set of financial statements to be completed and signed. approving the Health & Safety Policy and monitoring its implementation approving the University s approach to complying with the Research Concordat with HEFCE and monitoring the annual statement of compliance. undertaking a formal review of the Committee s effectiveness on a regular basis 3 Constitution 3.1 There shall be up to six members. 3.2 The Chairman and at least 4 members of the Committee shall be appointed by the Board of Governors from among its own members. 3.3 The Committee may, if it considers it necessary or desirable, co-opt members from outside the University with particular relevant expertise. 3.4 In order to ensure the independence and objectivity of the Audit & Risk Committee, the following shall not serve as members of the Committee: those with executive responsibility for the management of the University staff members of the Board of Governors student member of the Board of Governors the Chairman of the Board of Governors members of the Employment & Finance Committee, unless exceptionally the University can satisfy HEFCE that there are sound grounds for no more than one member to sit on both committees and that the following conditions are met: the Audit & Risk Committee has at least three members (not cooptions) and the person serving on both committees is not the Chair of either. 3.5 At least one member shall have relevant skills and experience in finance, accounting or auditing. 3.6 The Clerk to the Board of Governors shall act as Clerk to the Committee.

4 4 Attendance at Meetings 4.1 The Deputy Vice-Chancellor (Corporate Resources), the Director of Finance and a representative of the internal auditors shall normally attend all meetings and a representative of the external auditors shall normally attend meetings where business relevant to them is to be discussed. The Vice-Chancellor shall attend the meeting which considers the Audit & Risk Committee Annual Report and the Financial Statements. At least once a year the Committee should meet with the external and internal auditors without any officers present. 5 Frequency of Meetings 5.1 Meetings shall normally be held four times each financial year. 5.2 The external auditors or internal auditors may request the Chairman to convene a meeting if they consider that one is necessary. 6 Quorum 6.1 Three members shall constitute a quorum. 7 Reporting Procedures 7.1 The minutes of meetings of the Committee will be circulated to all members of the Board of Governors. 7.2 The Committee will prepare an annual report to the Board of Governors and Vice- Chancellor, summarising the activity for the University s financial year and any significant issues up to the date of preparing the report. It will give the Committee s opinion on the extent to which the Board of Governors may rely on the adequacy and effectiveness of the University s arrangements for: i. risk management, control and governance (the risk management element includes the accuracy of the statement of internal control included within the annual statement of accounts) ii. iii. the management and quality assurance of data submitted to HESA (Higher Education Statistical Agency), HEFCE and other funding bodies economy, efficiency and effectiveness (value for money) 7.3 The annual report should normally be submitted to the Board of Governors before the members responsibility statement in the annual financial statements is signed 7.4 The annual report, once approved by the Board of Governors, will be forwarded to the HEFCE Audit Service. Terms of Reference first approved by the Governing Body 27 October 1993 Revised and approved on 11 November 1999 Revised and approved January 2003 Revised and approved by the Board of Governors at its meeting on 25 November 2004

5 Revised and approved by the Board of Governors at its meeting on 13 July 2006 Revised and approved by the Board of Governors at its meeting on 9 October 2006 Revised and approved by the Board of Governors at its meeting on 6 October 2009 Revised and approved by the Board of Governors at its meeting on 5 October 2010 Revised and approved by the Board of Governors at its meeting on 28 September 2011 Revised and approved by the Board of Governors at its meeting on 26 September 2012 Revised and approved by the Board of Governors at its meeting on 16 November 2014 Revised and approved by the Board of Governors at its meeting on 1 October 2015

6 University for the Creative Arts Audit & Risk Committee Membership of Audit & Risk Committee 2015/16 Members Andrew Ramsay Independent Governor Chair Marie Conte-Helm Independent Governor Mark Eastwood Independent Governor Alan Newton Independent Governor Patricia Ambrose Co-opted Governor Athar Akram Co-opted Member of A&RC In Attendance Alan Cooke Jim Marshall Marion Wilks Richard Bott Ben Endersby Chloe Chik Andy Sayers Deputy Vice-Chancellor (Corporate Resources) Director of Finance Clerk to the Board of Governors Mazars Mazars KPMG KPMG Quorum Three members shall constitute a quorum