Audit and Risk Committee - Terms of Reference and Membership

Purpose

The Audit and Risk Committee is responsible to Council for adequate and effective risk management, control and governance (including ensuring the probity of the financial statements and the effective management and quality assurance of data submitted to funding bodies) and for the economy, efficiency and effectiveness of the institution’s activities.

Terms of Reference

1. To keep under review the effectiveness of the risk management, control and governance arrangements and provide an opinion on the adequacy and effectiveness of these arrangements in an annual report to Council and the Vice-Chancellor

2. To advise the Council on the appointment of the external auditors, the audit fee, the provision of any non-audit services by the external auditors and any questions of resignation or dismissal of the external auditors.

3. To discuss if necessary with the external auditors, before the audit begins, the nature and scope of the audit.

4. To discuss 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 auditors may wish to discuss (in the absence of management where necessary).

5. To consider and advise the Council on the appointment and terms of engagement of the internal audit service (and the head of internal audit, if applicable), the audit fee, the provision of any non-audit services by the internal auditors and any questions of resignation or dismissal of the internal auditors.

6. To review the internal auditors’ audit risk assessment and strategy; to consider major findings of internal audit investigations and management's response; and to promote co-ordination between the internal and external auditors. The committee will ensure that the resources made available for internal audit are sufficient to meet the institution’s needs (or make a recommendation to the Council as appropriate).

7. To review the external auditors’ management letter, the internal auditors' annual report, and management responses.

8. To monitor the implementation of agreed audit-based recommendations, from whatever source.

9. To ensure that all significant losses have been properly investigated and that the internal and external auditors, and where appropriate the HEFCE accounting officer, have been informed

10. To oversee the institution’s policy on fraud and irregularity, including being notified of any action taken under that policy.

11. To satisfy itself that suitable arrangements are in place to promote economy, efficiency and effectiveness and provide an opinion on the adequacy and effectiveness of these arrangements in an annual report to Council and the Vice-Chancellor.

12. To satisfy itself that suitable arrangements are in place for the management and quality assurance of data submitted to funding bodies and provide an opinion on the adequacy and effectiveness of these arrangements in an annual report to Council and the Vice-Chancellor.

13. To receive any relevant reports from the National Audit Office, HEFCE and other organisations.

14. To monitor annually the performance and effectiveness of external and internal auditors, including any matters affecting their objectivity, and to make recommendations to the Council concerning their reappointment, where appropriate.

15. To consider elements of the annual financial statements in the presence of the external auditors, including the auditors’ formal opinion, the statement of members’ responsibilities and the statement of internal control, in accordance with HEFCE’s Accounts Directions.

16. In the event of the merger or dissolution of the institution, to ensure that the necessary actions are completed, including arranging for a final set of financial statements to be completed and signed.

17. To have regard to the schedule and outcome of academic reviews and audits conducted under the auspices of the Senate, with a view to avoiding duplication of effort in determining the schedule of business audits.

18. To recommend to Council the establishment, terms of reference and composition of any time or task-limited working groups deemed necessary to develop, advance or review the Committee’s business.

Membership

Appointed (up to 7)
Independent member of Council (other than the Chair of Council) 4
Co-opted members   up to 3

Total maximum of 7

Officers in attendance include: Chief Operating Officer, Executive Director of Finance and Director of Legal and Governance