AUDIT & RISK COMMITTEE

Transcription

1 AUDIT & RISK COMMITTEE PARENT BODY: Council PURPOSE The Committee is independent of the Executive. It oversees a programme of work, enabling it to give an opinion to Council annually, on the adequacy and effectiveness of the Executive s arrangements for internal control, risk management, governance, value for money and the management and quality assurance of data. It recommends the Financial Statements to Council for approval and advises Council on the risk register(s). It manages the contracts of the Internal & External Auditors. COMPOSITION i. The Chairman of the Committee shall be appointed by Council, from amongst the Council external members. i Up to three other external members of Council. Up to two co-opted members (if required). At least one member of the Committee should have recent and relevant experience in finance, accounting or auditing. The Chairman of Council should not be a member of the Committee. In attendance (as required): a) The Chairman of Council b) The Director c) Deputy Director & Provost d) Chief Operating Officer e) Finance Director f) Director of Internal Audit g) External Auditor MEMBERSHIP Composition Member Term Chairman Jonathan Roper, MA (Cantab) To 2019 Up to three other independent members of Council Precious Lunga, PhD To 2020 Wendy Ewart, PhD To 2020

2 Up to two co-opted members (if required) Stan Farmer, MSc To 2020 Stephen Critchley To 2018 IN ATTENDANCE Composition Member Term Chairman of Council Marjorie Scardino, DBE FRSA To 2018 Director and Professor of Global Health Peter Piot, KCMG MD PhD DTM FRCP FMedSci Deputy Director and Provost Anne Mills, DMCG CBE MA DHSA PhD FMedSci FRS Chief Operating Officer Matt Lee, PhD Finance Director Andrew Dyer Director of Internal Audit Alan Lees Internal Auditor Mohammed Azam, Manager Nick Avery, Director Kingston City Group

3 External Auditor Secretary to Committee Other staff as required MEETINGS Carol Rudge, Audit Partner Diccon Thornely, Audit Manager Grant Thornton Lucinda Parr, BMus MMus Meetings shall be held at least three times each financial year. SPECIAL ISSUES i. There should be at least one meeting a year, or part thereof, where the External Auditors and Internal Auditors attend without the Executive members being present. The External or Internal Auditors may request a meeting if they consider it necessary. DELEGATED DECISIONS i. To investigate any activity within its terms of reference and seek any information it requires from any employee. All employees are directed to co-operate with any request made by the Committee; i To obtain outside legal or other independent professional advice and to secure the attendance of non-members with relevant experience and expertise. However, it may not incur expenditure in excess of 20,000 excluding VAT without the prior approval of Council; To manage the External Auditor contract(s) and engagement once the choice of External Auditor has been approved by Council including agreeing the annual fee; To approve the policy on the engagement of the External or Internal Auditor to supply non audit services; v. To manage the Internal Auditor contract(s) and engagement once the choice of Internal Auditor has been approved by Council including agreeing the annual fee including the number of audit days; vi. v vi To approve the Internal Auditor s strategy and annual programme of work; To approve the Internal Audit Charter; and To approve the Executive Annual Value for Money report (following its review by Finance & Development Committee) and the External Auditor s Annual Report and management letter for submission to HEFCE as part of the School s annual accountability returns.

4 OTHER TERMS OF REFERENCE i. To submit an annual report to Council (at the Council meeting when the Financial Statements are considered) giving an opinion on the adequacy and effectiveness of the Executive s arrangements for internal control, risk management, governance, value for money and the management and quality assurance of data. This opinion will be informed by the Committee s assurance matrix which includes the following assurances: a) the work carried out by Internal Audit during the year b) the External Audit c) assurances and reports from the Executive d) any reports from HEFCE, National Audit Office (NAO) or other regulators & funding bodies e) work commissioned by the Committee itself. i To advise the governing body on the appointment of the external auditor and the initial audit fee, and any questions of resignation or dismissal of the external auditor; To discuss with the external auditor before the audit commences the nature and scope of the audit; 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); v. To consider and advise Council on the appointment and terms of engagement of the internal audit service (and the head of internal audit, if applicable), the initial audit fee, and any questions of resignation or dismissal of the internal auditors; vi. v vi ix. To consider major findings of internal audit investigations and management s response; and to promote co-ordination between the internal and external auditors. The Audit & Risk Committee will ensure that the resources made available for internal audit are sufficient to meet the institution s needs (or make a recommendation to Council where significant additional funding is required); To keep under review the effectiveness of the risk management, control and governance arrangements, including for the management and quality assurance of data submitted to the Higher Education Statistics Agency (HESA), HEFCE and other funding bodies, and in particular to review the external auditors management letter, the internal auditors' annual report, and management responses; To review the risk register(s) including the Executive s assessment of risk. To ensure that the controls and plans to mitigate risk are appropriate. To advise Council on the risk register(s); To monitor the implementation of agreed audit-based recommendations, from whatever source; x. To ensure that all significant losses have been properly investigated and that the internal

5 and external auditors, and where appropriate the HEFCE accounting officer, have been informed; xi. x xi x xv. xvi. xv To advise Institutional Principles & Policies Committee on the institution s policies on fraud, anti-bribery, whistleblowing & risk management and play any role defined in these policies; To satisfy itself that satisfactory arrangements are in place to promote economy, efficiency and effectiveness; To consider any relevant reports from the National Audit Office, HEFCE and other organisations; To consider an annual report on Research Governance and Scientific Misconduct; To monitor annually the performance and effectiveness of external and internal auditors, including any matters affecting their objectivity, and to make recommendations to Council concerning their reappointment, where appropriate; To recommend the School s Financial Statements to Council for approval including the Corporate Governance Statement and Statement of Council Responsibilities. To recommend the letter of representation to Council for approval. To assure Council that the Financial Statements are in accordance with HEFCE s Accounts Direction and that the accounting policies and judgments are appropriate; and In the event of the merger or dissolution of the School, to ensure that the necessary actions are completed, including arranging for a final set of financial statements to be completed and signed.