Audit and Risk Committee
Terms of Reference
Audit and Risk Committee is responsible for assuring the Governing Council that management is exercising full and effective control and that that risk management is an embedded and effective process across the University. More specifically, the Audit and Risk Committee is expected to undertake the following:
Financial Reporting
- Monitor the integrity of financial statements and review significant financial reporting judgements.
- Review and challenge where necessary the actions and judgements of management in relation to the financial statements before submission to and approval by the Governing Council and before clearance by the external auditors.
- Give particular attention to critical accounting policies and practices, decisions requiring a significant element of judgement, how any unusual transactions should be disclosed and the clarity of the disclosures.
Internal control and risk management
- Review the internal financial control systems.
- Review the risk management system
- Review the procedures for detecting fraud and ensure that staff are able to raise concerns about possible improprieties
- Review management's and internal auditor's reports on the effectiveness of the systems for internal financial control, financial reporting, risk management and monitor the integrity of internal financial controls.
- Review the statement in the annual report and accounts on internal control and the risk management system.
- Commission and examine Value for Money reports on University operations.
Internal Audit
- Appoint the internal auditors and determine the nature and scope of their work. (And if necessary, dismiss the internal auditors.)
- Approve the annual internal audit programme recommended by the Executive.
- Receive reports on the results of internal audit work on a periodic basis and review and monitor management's responsiveness to the internal audit findings and recommendations.
- Monitor and assess the role and effectiveness of the internal auditors
- Consider and approve an annual report prepared by the internal auditors.
External audit
- Recommend to the Governing Council the appointment, reappointment and removal of external auditors for approval at the Annual General meeting.
- Recommend the terms of the remuneration of the external auditors.
- Monitor the external auditor's independence, objectivity and effectiveness.
- Develop a policy on the engagement of the external auditor to supply non-audit services which ensures that the independence and objectivity of the external auditors is not impaired.
- Review with the external auditors the findings of their work including any major issues that have arisen and been resolved during the course of the audit and those issues which are unresolved; key accounting and audit judgements; and the levels of errors identified during the audit. The Committee should obtain explanations from management and from external auditors, where necessary, as to why errors might remain unadjusted.
- Ensure compliance with the HEFCE Audit Code of Practice (1998 edition with the August 2002 update) and with national standards of audit practice.
- Undertake an annual assessment of the effectiveness of the external auditors and make any recommendations, as necessary, to the Governing Council.
- Consider any periodic reports of audits conducted by HEFCE auditors
- Consider the implications of any relevant reports from the National Audit Office and HEFCE.
Composition
Audit and Risk Committee comprises five independent governors none of whom shall serve as a member of the Finance, Employment and General Purposes Committee. At least one member of the Committee should have recent and relevant financial experience. The Chairman and members are appointed by the Governing Council. The Vice-Chancellor, Pro Vice-Chancellor and Finance Director and representatives of the Internal and External Audit Services are invited to attend the meetings. The Audit and Risk Committee should meet with the internal and external auditors at least once each year without any members of the Executive, or the Clerk, being present . The Clerk to the Governing Council services the Audit & Risk Committee.
Membership from 1 August 2012 to 31 July 2013
- Mr Martin Rogers (Chairman)
- Mrs Olivia Dean
- Mrs Joanne Adams
- Mr Peter Richardson
Quorum is three members present.
The Audit and Risk Committee is expected to meet four times each year. The internal or external auditors may request an extraordinary meeting if they consider it necessary.
Reporting
Audit and Risk Committee shall report to the Governing Council. The Committee is required to submit an Annual Report to Governing Council in the autumn following the completion of the Annual Accounts. The approved report is sent to the HEFCE together with the Annual Accounts and any further documentation required by HEFCE. Audit and Risk is also required to submit a copy of its minutes to the Governing Council.
Authority
The Audit and Risk Committee is authorised by the Governing Council to seek any information that it requires from any employee. All employees are expected to co-operate with any request made by the Committee. In consultation with the Chairman of Governing Council or the Clerk, the Committee may ask non-members with relevant expertise and responsibilities to attend specific meetings.
The Committee is also authorised by the Governing Council to obtain external legal or independent professional advice. External advisors may also attend meetings of the Committee if required. Any prospective expenditure should have the prior approval of the Chairman of the Governing Council to the effect that the expenditure is both reasonable and acceptable.
- Original approved by Governing Council on 11 October 2002.
- Updates approved 7 April 2003, 16 February 2004, 6 October 2004 and 7 October 2005.
- Agreed by Audit and Risk Committee, 19 November 2007.
- Approved by Governing Council on 14 December 2007.
