(Governance committee of Council)
These Standing Orders should be read in conjunction with the General Committee section of Standing Orders available on the University's website.
Three lay members of Council, who shall not be the Chair of Council or members of the Finance and General Purposes Committee, appointed annually by Council, one of whom shall be appointed as Chair.
One co-opted member with experience in finance, accounting and auditing.
One co-opted member comprising an appointed, but not yet serving, lay member of Council.
Normally the Treasurer and Acting Registrar and the Director of the Business Assurance Service (BAS) at meetings at which business relevant to them is to be discussed.
A representative of the external auditors will be invited to attend meetings
The Committee shall normally meet four times in each financial year and will always meet once a term. (The external auditors or the Director of the Business Assurance Service may request a meeting at any time if they consider it necessary.)
At the beginning of each meeting, the Committee shall meet privately, with the external auditors and/or the Director of the Business Assurance Service present if the Committee wishes
Two members shall constitute a quorum.
Register of Interests
All members of the Committee, the Head of the Business Assurance Service and the Secretary of the Committee shall complete entries for the register of interests maintained by Council.
The Secretary of the Committee shall be the University Secretary (Interim).
Terms of Reference (amendments approved by Council on 17 October 2012)
a) to keep under review the effectiveness of the risk management control and governance arrangements, and in particular to review the external auditor's annual report, and management responses. The Committee shall be informed of all major changes to internal control systems.
b) to review the Business Assurance Service's risk assessment strategy and audit programme (which shall be closely aligned to the University's identified risk management priorities); to consider major findings of Business Assurance investigations and management's response; and promote co-ordination between the Business Assurance Service and external auditors. The Committee shall ensure that the resources made available for the Business Assurance Service are sufficient to meet the institution's needs (by making recommendations to Council as appropriate).
c) to monitor the implementation of agreed audit-based recommendations from whatever source.
d) to ensure that all losses have been properly investigated inacordance with the University's Fraud Response Plan* and that the Business Assurance Service and external auditors, and where appropriate the HEFCE Accounting Officer, have been informed.
e) to oversee the institution's policy on fraud and irregularity, including being notified of any action taken under that policy.
f) to satisfy itself that satisfactory arrangements are in place to promote economy, efficiency and effectiveness and for the management and quality assurance of data submitted to HESA and HEFCE and other funding bodies.
g) to receive any relevant reports from the National Audit Office, the HEFCE and other organisations.
h) to monitor annually the performance and effectiveness of external auditors and the Business Assurance Service, and to make recommendations to Council concerning their reappointment, where appropriate.
i) to consider elements of the annual financial statements in the presence of the external auditor, including the auditor's formal opinion, the statement of members' responsibilities, corporate governance statement and internal control and risk management statements, in accordance with HEFCE's account directions.
j) to satisfy itself that satisfactory risk management mechanisms are in place.
k) to advise 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.
l) to discuss if necessary with the external auditors, before the audit begins, the nature and scope of the audit.
m) to discuss with the external auditors any 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 staff of the University where necessary).
n) to consider and advise Council on the appointment and terms of engagement of the Business Assurance Service (and the Director of Business Assurance, if applicable), the audit fee, the provision of any non-audit services by the Business Assurance Service and any questions of resignation or dismissal of the Business Assurance Service personnel.
o) 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.
The Committee shall:
a) present an annual report to the second meeting of Council in the Michaelmas Term covering the University's financial year, noting any significant issues up to the date of preparing the report and the Committee's comment on all its responsibilities (as set out in the Terms of Reference above), and giving the Committee's opinion on the adequacy and effectiveness of the University's arrangements for the following:
• risk management (including the accuracy of the statement of Internal Control), control and governance, following confirmation, where appropriate, with BAS and external auditors
• economy efficiency and effectiveness (value for money)
• management and quality assurance of data submitted to HESA and HEFCE and other funding bodies
b) present an assurance report on the Committee's activities to the Council in the Easter Term.
c) report to Council after each of its meetings. The full minutes shall be available not later than at the next but one meeting of Council and any members of Council may request a copy.
d) draw the attention of the Council to significant audit matters at any time.
The Committee shall be empowered:
a) to co-opt members with particular expertise to attend individual meetings;
b) to require any member of the staff of the University to attend all or part of a meeting;
c) to seek information from and require the co-operation of any member of staff of the University with respect to matters relevant to its terms of reference;
d) to obtain external legal or other independent professional advice including attendance at meetings. (Normally the Vice-Chancellor and Chair of Council shall be consulted before such action is taken. Any expenditure in excess of £15,000 shall require the prior authorisation of Council.);
e) to investigate any activity within its terms of reference;
f) to hold private discussions with the Director of Business Assurance without the presence of other University staff.
*Available from the Business Assurance Service