AUDIT & RISK COMMITTEE (ARC)

Transcription

1 AUDIT & RISK COMMITTEE (ARC) The Audit and Risk Cmmittee is an independent appraisal bdy appinted by the chapter bard t assist the bard in fulfilling its versight respnsibilities pertaining t the integrity f the Chapter s financial statements, 1 gvernance, risk management and cmpliance with applicable legal and regulatry requirements. TERMS OF REFERENCE 1. Membership 1.1 The cmmittee shall cmprise at least three members. Members f the cmmittee shall be appinted by the bard. 1.2 All members f the cmmittee shall be independent f the bard and at least ne shall have recent and relevant financial experience. 1.3 Only members f the cmmittee have the right t attend cmmittee meetings. Hwever, ther individuals may be invited t attend all r part f any meeting as and when apprpriate and necessary. 1.4 The 2 external auditr will be invited t attend meetings f the cmmittee as apprpriate. 1.5 Appintments t the cmmittee shall be fr a perid f up t three years, which may be extended fr further perids f up t three years, prvided the individual still meets the criteria fr membership f the cmmittee. 1.6 The cmmittee shall appint the cmmittee Chair. If agreement n a Chair cannt be reached, then the Chapter bard shall appint the Chair. 1 Including gvernance f peratins with respect t ILC membership and ISACA Internatinal. 2 ILC is nt required t have an independent audit perfrmed f the draft Accunt due t its small scale, hwever des cmmissin a review f the annual Accunts prepared by the Treasurer. Page 1 f 5

2 1.7 The cmmittee shall be disslved and/r refrmed if the Bard, by twthirds majrity vte, find it is nt exercising its authrity, as set ut in these Terms f Reference, diligently r prfessinally. 2. Secretary A member f the cmmittee shall act as the secretary f the cmmittee. 3. Qurum The qurum necessary fr the transactin f business shall be tw members. A duly cnvened meeting f the cmmittee at which a qurum is present shall be cmpetent t exercise all r any f the authrities, pwers and discretins vested in r exercisable by the cmmittee. 4. Frequency f meetings The cmmittee shall meet at least fur times a year at apprpriate times in the reprting and audit cycle and therwise as required. Meetings may be physical, r electrnic, in nature. 5. Ntice f meetings 5.1 Meetings f the cmmittee shall be called by the Chair f the cmmittee at the request f any f its members r at the request f the auditr if they cnsider it necessary. 5.2 Unless therwise agreed, ntice f each meeting cnfirming the venue, time and date tgether with an agenda f items t be discussed, shall be frwarded t each member f the cmmittee, any ther persn required t attend, n later than five wrking days befre the date f the meeting. Supprting papers shall be sent electrnically t cmmittee members and t ther attendees as apprpriate, at the same time. 6. Minutes f meetings 6.1 The secretary shall minute the prceedings and decisins f all meetings f the cmmittee, including recrding the names f thse present and in attendance. 6.2 Draft minutes f cmmittee meetings shall be circulated t cmmittee members within either fur wrking days, r five cmplete days, f the meeting. Once apprved, minutes shall be circulated t the bard s gvernance representative. Page 2 f 5

3 7. Annual General Meeting The cmmittee chair, r representative, will attend the annual general meeting t answer members questins n the cmmittee s activities. 8. Duties The cmmittee shall prvide independent appraisal and supprt t the bard. This shall be dne via the duties belw. 8.1 Financial reprting The cmmittee shall mnitr the integrity f the financial statements f the Chapter, reviewing significant financial reprting issues and judgements which they cntain T achieve this, the bard will prvide the cmmittee with relevant items based n thse described in Appendix A n a timely basis In particular, the cmmittee shall review and discuss, and challenge where necessary: the cnsistency f, and any changes t, accunting plicies bth n a year n year basis and acrss the Chapter the methds used t accunt fr significant r unusual transactins where different appraches are pssible whether the Chapter has fllwed apprpriate accunting standards and made apprpriate estimates and judgements, taking int accunt the views f the auditr the clarity f disclsure in the bards financial reprts and the cntext in which statements are made. 8.2 Risk Management and Internal cntrls. The cmmittee shall: keep under review the adequacy and effectiveness f the Chapter s risk management and internal cntrl systems, cnsider them apprpriately and reprt t the bard t that effect; and Page 3 f 5

4 8.2.2 review and apprve the statements t be included in the annual reprt (and in any ther significant reprting) cncerning risk management and internal cntrls. 8.3 External Auditr The cmmittee shall review the verall wrk, including its quality and timeliness, f the external auditr. Review the findings f the audit with the auditr. This shall include but nt be limited t, the fllwing a discussin f any majr issues which arse during the audit any accunting and audit judgements levels f errrs identified during the audit the effectiveness f the audit ensure relevant issues are escalated t the bard review any reprt frm the external auditr and management s respnse t the auditr s findings and recmmendatins 9. Reprting respnsibilities 9.1 The cmmittee Chair shall reprt frmally t the bard by the issue f final minutes n its prceedings after each meeting n all matters within its duties and respnsibilities. 9.2 The cmmittee shall make whatever recmmendatins t the bard s gvernance representative it deems apprpriate n any area within its remit where actin r imprvement is needed. 9.3 The cmmittee shall prduce a reprt quarterly fr the bard n its activities that can be included in the Chapter s annual reprt. 9.4 The audit cmmittee Chair shall meet with the bard s gvernance representative at least twice a year. Page 4 f 5

5 10. Other matters The cmmittee shall 10.1 have access t sufficient resurces in rder t carry ut its duties, including access t the Chapter secretariat fr assistance as required 10.2 give due cnsideratin t laws and regulatins and any ther applicable rules, as apprpriate 10.3 versee any investigatin f activities which are within its terms f reference 10.4 arrange fr peridic reviews f its wn perfrmance and, at least annually, review its cnstitutin and terms f reference t ensure it is perating at maximum effectiveness and recmmend any changes it cnsiders necessary t the bard fr apprval 10.5 review annually with the bard the apprpriateness f these terms f reference, and amend them as necessary. Apprved by: (Chapter President) Date: Page 5 f 5