BOARD OF TRUSTEES AUDIT COMMITTEE JUNE 22, 2017 GRANITE STATE COLLEGE CONCORD, NEW HAMPSHIRE MEETING MINUTES Committee members present: Chairman Todd Black, Cathy Conway, Wallace R. Stevens, and Lorraine S. Merrill Other Trustees present: President Mark Huddleston, President Mark Rubinstein, President Donald Birx, Christopher Pope, Todd Leach, John Small, Meghan Lang, Ricky Fife, Kenneth Moulton, Kass Ardinger and Suzanne Foster Others in attendance: (USNH) Ashish Jain, Kara Bean, Carol Mitchell and Cathy Provencher (Provencher left at 11:00 a.m. to attend Investment Committee meeting); (GSC) Steve Perrotta, Tiffany Doherty; (UNH) Christopher Clement, Jaime Nolan, Nancy Targett, Donna Marie Sorrentino, Beth Downs; (PSU) Janette Wiggett Call to Order The Audit Committee convened at 10:36 AM. Chairman Black welcomed the committee and reviewed the agenda. Ms. Provencher briefly explained the revised meeting packets and the procedure for viewing them. I. Audit Committee Members Todd Black, Chair, Wallace Stevens, Vice Chair, Cathy Conway, Lorraine Merrill, John Rist, and Governor Chris Sununu. II. Approval of Consent Agenda Items Chairman Black asked the committee members if they had any comments or questions on the Consent Agenda Items and there were none. On motion of Trustee Stevens and duly seconded, the Audit Committee voted to approve the Audit Committee consent agenda items. Items on the consent agenda appear below: p. 1 of 5
A. Minutes of the April 20, 2017 Committee meeting B. Accept follow up re USNH Environmental Health & Safety Annual Report (UNHCEMS income) C. Internal Audit reports issued: 1. Plymouth State University: PSU Construction Cost Review Report 2. Plymouth State University: PSU Advancement Operations Review Report III. Items for Committee Consideration and Action A. Approve Audit Committee FY18 Meeting Schedule and Work Plan Chairman Black briefly reviewed items on the work plan. ERM will be on the Audit Committee agenda twice a year, with an annual report at February meeting. The Audit Committee will receive Title IX reports twice a year. Items expected for the October meeting include FY17 financial statements and auditor s reports for USNH and UNH Foundation, and any other areas the committee wishes to include. Mr. Jain added that the cybersecurity assessment will be discussed in October. On motion of Trustee Conway and duly seconded, the Audit Committee unanimously approved the following motion: VOTED, on recommendation of the Chancellor, that the Audit Committee FY18 Meeting Schedule and Work Plan be approved. IV. Items for Committee Consideration and Discussion A. Cybersecurity Update Chairman Black noted that USNH has engaged with Baker Tilly (BT) for a cybersecurity risk assessment. October is the target for completion of the assessment; however, the ultimate goal is to obtain a thorough assessment which may require additional time. Mr. Jain stated that a status update will be provided at the October meeting if the assessment is not complete. Mr. Jain gave a brief overview of the RFP process and the timeline for the engagement. BT is one of the top 15 accounting and advisory firms focusing on higher education with over 300 clients in higher education. The cybersecurity assessment kick off occurred on June 12, and the project is planned for approximately 12 weeks. Ms. Provencher added that the cybersecurity assessment is a collaborative effort and that there was participation from all campuses during the project scope development and at the kick off. B. ERM Semi-annual Update Mr. Jain reviewed Board oversight responsibilities, noting the Audit Committee s risk oversight responsibilities compliance, information technology and security, talent management and change management. Audit Committee p. 2 of 5
ERM updates occurred on each of the campuses and in the System Office. Questionnaires in various areas including academic programs, compliance, and finance were completed. There has been no significant change in the overall risk profile within USNH. Mr. Jain noted the ERM champions for the top 10 system wide risks and explained their role. The ERM champion will gather information on a semi-annual basis to determine whether the magnitude of the risk has changed significantly and report on primary activities that are occurring to manage the risk. The champion will then report results to the appropriate committee. A kick off meeting with ERM champions is scheduled for June 27. The committee will receive a status report in October; and the next full ERM risk assessment will be in January. President Huddleston noted two significant issues that were discussed at the Aspen Institute which he recently attended. One is the current state of race relations and the other is campus safety including active shooter/security risks. He commented that due to its unpredictable nature, race relations is a substantial risk. An important consideration with the active shooter risk is to be prepared before and after the occurrence, and to be resilient. At the request of Chairman Black, President Huddleston will forward presentation materials/information to the committee. Trustees expressed their concerns regarding these issues and how to best evaluate and resolve them. Chairman Black urged President Huddleston to discuss these issues with the Administrative Board, and provide an update. C. Title IX Compliance Semi-annual Update Ms. Wiggett discussed the report and explained the terminology included in it. This semi-annual update covers the period of July 1, 2016 to May 19, 2017 and provides the First Annual Report of Title IX Data with a focus on providing context to the statistics. Discussion items included pre-affiliation disclosures, types of reported conduct, impacted parties, types of respondents, to whom reports/disclosures are first made, and explanation of the numbers in the statistics. Residential Life staff continue to be the largest body to whom disclosures are first made; however, disclosures to law enforcement are increasing. There were fewer reports overall during the spring reporting period versus the fall semester. Some of the challenges faced by the Title IX Coordinators are jurisdictional issues which limit the ability to proceed to conduct process when the responding party is a guest, visitor, or otherwise not a student; adjudication limitations when the reporting party chooses not to provide details of the incident, while also ensuring due process rights; evaluations to determine if the institution will proceed when the reporting party does not wish to do so; and situations where the reporting party initiates the student conduct process and later withdraws from the process or withdraws their complaint. Ms. Wiggett also discussed adjudication results. Ms. Wiggett and other Title IX Coordinators present responded to various questions from the Trustees. Audit Committee p. 3 of 5
Trustee Stevens noted that discrimination is not covered by Title IX. Ms. Wiggett stated that intimidation/discrimination related to sex and gender is covered by Title IX and this report. Title IX Coordinators gather such information and are poised to constructively respond. Ms. Sorrentino noted the vast issues that are covered by Title IX. In cases where a reporting party does not want to pursue the report or the responding party decides to attend another institution, Title IX Coordinators evaluate where in the process the case is, ensuring that due process is met. Title IX coordinators strive to assist the reporting party and the responding party to see, understand, and anticipate information gathered in their case. As part of their analysis, Ms. Wiggett stated that Title IX Coordinators work with the reporting party to guide them and provide resources. Many of these resources are available even if the case is not covered by the policy. UNH and PSU have sworn law enforcement. It is encouraging that the numbers show the reporting party is willing to talk to and work with law enforcement. Law enforcement training is working well and that is an accomplishment of which to be proud. President Huddleston commented that the colleges and universities are ill-prepared to deal with the criminal justice responsibilities, which puts us in a difficult position. Ms. Sorrentino stated that Title IX Coordinators are constantly working to evaluate and monitor the potential risk to the community. Ms. Downs pointed out that the institutions point of proof is the student code of conduct, which is much different than a criminal evaluation. A criminal evaluation is done by the criminal justice system. President Rubinstein stated that underreporting is also an issue. Ms. Wiggett agreed and noted that each case gathered by the Title IX coordinators also highlights new areas to target and provide resources. In response to a question from Trustee Moulton, Ms. Wiggett stated that in an effort to evaluate how USNH compares to other institutions, Jeff Maher (KSC) gathers information from other Title IX annual reports, and communicates with advocacy groups and law enforcement. Chairman Black noted that the proactive nature of this issue makes it difficult to measure if preventative measures are working. All agreed that this issue is complicated and complex. Chairman Black expressed his appreciation for the work of Title IX Coordinators and encouraged them to keep moving forward. The next Title IX update to the Committee will be provided at the February 2018 meeting. D. Results of Audit Committee's Self-assessment Chairman Black stated that the Committee reported highly or generally effective in all areas covered by the survey. Audit Committee p. 4 of 5
Suggestions to improve effectiveness include better understanding of the business, deeper engagement by committee members, and additional training for committee members. Chairman Black also added better understanding of cybersecurity risks. Chairman Black encouraged committee members to forward to Mr. Jain any suggestions/input to aid the committee. E. Other Items 1. Status of outstanding audit issues Mr. Jain summarized the report. Of 18 action plans currently being tracked, including seven from internal audit reports issued since the last semi-annual update (includes three that also have been reported as resolved), five of the underlying risk/control issues have been reported by management as resolved and the other nine are in process. Management is implementing necessary changes. There were no further comments. 2. Review Audit Committee Charter Chairman Black stated that the Audit Committee Charter requires annual review of the charter. No change is recommended by staff at this time. There were no further comments. V. Other Business Student Trustee Lang inquired what steps are being taken to prepare students for life after college. When students enter the workforce, there will be people who offend them, and the reality is that the students will have to employ mechanisms to cope with them, unlike some college situations where the student is asked to leave or is otherwise disciplined. Ms. Targett stated that students are being educated about appropriate behaviors at orientation and other student programs. Trustee Pope pointed out that young employees with Title IX program experience enter the workforce better prepared to tackle problems and issues, including ones that are significant and complex. The Committee adjourned at 11:46 AM. -- End of Audit Committee Meeting Minutes -- Audit Committee p. 5 of 5