(updated Council July 2017)
(Governance committee of Council)
These Standing Orders should be read in conjunction with the Joint Standing Orders of Senate and Council.
Four 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.
The Committee may co-opt up to two additional members with recent, relevant experience in finance, accounting or auditing.
The maximum term of appointment for both lay and co-opted members will be five years. The terms of appointment (including support, training, expected conduct, duration of appointment, performance review) and termination conditions for Audit Committee members will be included within the letter of appointment.
Normally the University Secretary, the Chief Financial Officer and the Head of University Assurance will attend all meetings. The external providers of Internal Audit reviews attending when presenting reports. The Chief Operating Officer and the Director of Finance will attend meetings at which business relevant to their areas of responsibility is to be discussed.
The Vice-Chancellor and a representative of the external auditors will be invited to attend meetings and will be expected to attend at least two meetings each year, one of which will be to discuss and approve the University’s annual financial statements (normally held in November each year).
A member of the academic community (normally the Deputy Vice-Chancellor and Provost) will be invited to attend meetings where academic quality assurance items are being considered.
The Secretary of the Committee shall be the University Secretary.
The Committee shall normally meet four times in each financial year and will always meet once a term. (The external auditors or the Head of University Assurance 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 Head of University Assurance present if the Committee wishes. At the end of the meeting, the Committee shall meet privately with the University Secretary if the Committee wishes.
Two members shall constitute a quorum.
Terms of Reference
- to review the University Assurance Service Risk Assessment Strategy and Audit programme (which shall be closely aligned to the University's identified risk management priorities)
- to consider major findings of University Assurance investigations and management's response
- to review the Internal Auditors’ Annual Report and management responses
- to promote co-ordination between the University Assurance Service and External Auditors
- to ensure that the resources made available for the University Assurance Service are sufficient to meet the institution's needs (and making recommendations to Council as appropriate)
- to consider and advise Council on the appointment and terms of engagement of the University Assurance Service (and the Head of University Assurance, if applicable), the audit fee, the provision of any non-audit services by the University Assurance Service and any questions of resignation or dismissal of the University Assurance Service personnel
- 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
- to discuss with the External Auditors, before the audit begins, the nature and scope of the audit
- 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 and any relevant issue raised in the external auditor’s management letter), in accordance with HEFCE's account directions
- 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)
- to consider and advise Council on the use of accounting policies and any changes to accounting treatment
- 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
Internal and External Audit
- to monitor the implementation of agreed audit-based recommendations from whatever source
- to monitor annually the performance and effectiveness of External Auditors and the University Assurance Service, and to make recommendations to Council concerning their reappointment, where appropriate
- to satisfy itself that satisfactory Risk Management mechanisms are in place
- 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
- to oversee the institution's policy on fraud and irregularity, including being notified of any action taken under that policy
- to ensure that all losses have been properly investigated in accordance with the University's Fraud Response Plan and that the University Assurance Service and External Auditors, and where appropriate the HEFCE Accounting Officer, have been informed
- to satisfy itself that the University has an effective framework (overseen by Senate) to manage the quality of learning, teaching and research and to maintain academic standards
- to satisfy itself that arrangements are in place for staff to raise concerns, in confidence, that are in the public interest (often referred to as 'whistleblowing') at a high level within the University, so that they may be investigated and, where apropriate, acted upon.
Value For Money
- to satisfy itself that satisfactory arrangements are in place to promote economy, efficiency and effectiveness and the management and quality assurance of value for money reporting and data submitted to HESA and HEFCE and other funding bodies
- to receive any relevant reports from the National Audit Office, the HEFCE and other organisations
The Committee shall:
- 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
- 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:
a. Risk Management (including the accuracy of the statement of Internal Control), control and governance, following confirmation, where appropriate, with UAS and External Auditors
b. economy efficiency and effectiveness (value for money)
c. management and quality assurance of data submitted to HESA and HEFCE and other funding bodies
- present an assurance report on the Committee's activities to the Council in the Easter Term
- draw the attention of the Council to significant audit matters at any time
- perform a self-review of its own effectiveness on a 3-5 year cycle.
The Committee shall be empowered:
- to co-opt members with particular expertise to attend individual meetings
- to require any member of the staff of the University to attend all or part of a meeting
- 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
- 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)
- to investigate any activity within its terms of reference
- to hold private discussions with the Head of University Assurance without the presence of other University staff.
Register of Interests
All members of the Committee, the Head of University Assurance and the Secretary of the Committee shall complete entries for the register of interests maintained by Council.