Audit & Risk Committee Charter
Name of Committee:
Audit & Risk Committee
|Name of Committee Sponsor:|
Board of Governors
The Audit and Risk Committee assists the Board in fulfilling its fiduciary oversight responsibilities relating to accounting and control, reporting, and risk management practices. The Committee is responsible to the Board.
On behalf of the Board as a whole, the Committee monitors, evaluates, advises and makes recommendations on matters relating to reliable external financial reporting; the external, internal or special audits; policies, practices and systems related to internal controls; compliance with legal, statutory and regulatory requirements; the University’s enterprise risk management program and processes; and, other matters as presented by the University administration and/or the Board of Governors.
The Audit and Risk Committee shall consist of at least five (5) independent voting Board members, including the Chair of the Board of Governors (ex officio member). Representative(s) from the Office of the Auditor General of the Province of Alberta, as the University’s external auditor, shall be invited to meetings of the Audit and Risk Committee. No member of the academic, non-academic staff, or student constituency may serve on the Audit and Risk Committee.
In accordance with the Board's By-Laws, members are elected annually by the Board on the recommendation of the Governance and Nominating Committee. Committee members should be financially literate with a background in audit, risk or internal control management comparable to the breadth and complexity of issues associated with the University’s environment.
The Committee Chair shall be elected annually by the Board on the recommendation of the Governance and Nominating Committee.
Term of Office:
The term of office for all members of the committee shall be one year, ending on the date of the Board’s first regular meeting in the academic year.
The quorum shall consist of a simple majority of members.
The two most important concepts which need to be accepted by each Committee member are confidentiality and consensus. It is extremely important that each member of the Committee be encouraged to share his or her thoughts, concerns and opinions with the Committee, and that those thoughts be held in the strictest confidence by the entire Committee.
The Committee shall strive to operate (whenever possible) by consensus rather than by majority rule. The Committee may establish procedures and policies for the conduct of its meetings, including preparation of agendas and recording of minutes as determined by the Committee from time to time.
The Audit and Risk Committee shall:
- Review and Assess the Committee’s charter on an annual basis.
- Establish an annual plan that enables the Committee responsibilities to be addressed and will advise management of its plan and expectations.
- Annually assess the effectiveness of the Committee.
- Report to the Board of Governors at each meeting.
- Provide appropriate orientation to new members of the Committee.
- Obtain outside advisors or counsel if deemed appropriate to assist in the performance of its duties and responsibilities.
Specific Functions: The Audit and Risk Committee shall:
Audit Functions –
- Provide oversight on the University’s accounting policies and annual financial reporting to ensure they are up to date, reflect best practice in the industry and are responsive to the Board’s governance responsibility; and, discuss with management any significant changes to accounting principles, policies and financial statement presentation.
- Monitor the independence and performance of the statutory auditor, the Auditor General of the Province of Alberta, and meet with management and the auditor to review the annual audit plan and oversee the resolution of any disagreements between management and the auditor.
- Review and discuss with management and the external auditor the University’s annual audited financial statements and oversee the integrity of the financial information presented in the Annual Report.
- Confirm appointment of or change to the internal auditor and review and recommend to the Board the annual internal audit plan.
- Review and discuss with management findings from all internal and external audits and system reviews, with specific emphasis on the annual audit management letter prepared by the external auditor, and follow up with management on any audit issues that arise.
- Advise the Board on the activity and results of both internal and external audits.
Risk Functions –
- Oversee the University’s internal control policies and obtain reasonable assurance from management and the internal and external auditors that the accounting systems are reliable and that the system of internal controls is effectively designed and implemented.
- Ensure appropriate policies, processes and practices are in place to identify, monitor and report on current and emerging risks that would materially impact the university achieving its objectives.
- Ensure that adequate resources are made available for appropriate risk management.
- Ensure that management discusses these major risks, both financial and non-financial, the tolerance for such risks, and the steps management has taken to monitor and control the risks, with the Board annually.
- Ensure procedures are in place for confidential, anonymous submission of employee concerns regarding internal controls, financial and auditing matters.
- Review the University’s insurance plans annually.
- Review at least annually all legal matters of a significant nature.
- Ensure appropriate polices are in place to prevent and detect fraud.
- Annually review the delegated authority provided to management for signing and committing to contractual obligations on behalf of the University.
- Vice-President, Administrative Services
- Associate Vice-President, Financial Services
- Director, Office of the University Secretariat
- External Auditor
- Other Vice-Presidents, as necessary
- Internal Auditor, as necessary
The University Secretariat Office will provide administrative support. The Board Secretary will serve as recording secretary for this Committee. Budget to cover meeting expenses, photocopying and other related activities will be housed in the University Secretariat Office.
The records of the Committee’s decisions shall be maintained by the University Secretariat Office in the form of correspondence related to those decisions, legal documents, and/or minutes of meetings as appropriate.
The Audit and Risk Committee is a standing Committee of the Board of Governors.