Audit and Risk Committee provides an independent means through which the Board of Governors receives assurance on the University's internal control environment in its widest sense. Its role is to test the adequacy and efficiency of systems of risk and internal control using a range of sources of assurance.
The specific functions of Audit and Risk Committee include the appointment of the external auditors and internal audit provision and associated arrangements. It also considers the major findings and management responses from audit investigations. The Committee keeps under review the effectiveness of risk management, control and governance arrangements.
Constitutional arrangements
In accordance with the provisions of the Articles of Government the Board of Governors of the University of Sunderland has established a committee, known as the “Audit Committee” (the “Committee”), to operate in accordance with the following constitutional arrangements with responsibilities as set out within the following terms of reference:
Terms of Reference
In accordance with all statutory requirements, the provisions of the Articles of Government, the requirements of the Office for Students (OfS) and any other competent authority, to be responsible to the Board of Governors (the “Board”) for:
a) 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.
b) discussing, if necessary, with the External Auditors, before the audit begins, the nature and scope of the audit.
c) discussing 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).
d) the appointment and terms of engagement of the Internal Audit provider, the audit fee, the provision of any non-audit services by the Internal Audit provider and any questions of terminating the Internal Audit provider.
e) reviewing the Internal Auditors’ audit risk assessment and strategy; considering major findings of Internal Audit investigations and management’s response; and promoting 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 University’s needs (or make a recommendation to the Board as appropriate).
f) keeping under review the effectiveness of the risk management, control and governance arrangements, and in particular reviewing the External Auditors’ Management Letter, the Internal Auditors’ Annual Report, and management responses.
g) provision of advice to the Board of Governors on the University’s risk appetite.
h) monitor and assess the management of strategic risks as identified through the Strategic Risk Register.
i) review annually the institution’s approach to risk management and approve changes or improvements to key elements of its processes and procedures.
j) monitoring the implementation of agreed audit-based recommendations, from whatever source.
k) ensuring that all significant losses have been properly investigated and that the Internal and External Auditors, and where appropriate the OfS have been informed.
l) overseeing the University’s policy on fraud and irregularity, including being notified of any action taken under that policy and in consequence of public interest disclosures.
m) satisfying itself that suitable arrangements are in place to promote economy, efficiency and effectiveness and considering reports to enable it to provide an annual opinion on value for money in its Annual Report to the Board.
n) ensuring that appropriate controls are in place for the management and quality assurance of data submitted to the Higher Education Statistics Agency (HESA), OfS and other funding bodies.
o) receiving any relevant reports from the National Audit Office, OfS and other organisations.
p) monitoring annually the performance and effectiveness of External and Internal Auditors, including any matters affecting their objectivity, and determining any reappointment, where appropriate.
q) considering 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 Corporate Governance Statement, in accordance with OfS’ Accounts Directions.
r) General oversight of the governance framework and compliance arrangements in relation to the University’s subsidiary companies.
s) in the event of the merger or dissolution of the University, ensuring that the necessary actions are completed, including arranging for a final set of Financial Statements to be completed and signed, and that the OfS have been informed.
t) monitor on behalf of the Board of Governors the University’s compliance with the OfS registration conditions and other OfS regulatory requirements.
Authority
The Committee is authorised by the Board to investigate any activity within its terms of reference. It is authorised to seek any information it requires from any employee, and all employees are directed to co-operate with any request made by the Committee.
The Committee is authorised by the Board to obtain outside legal or other independent professional advice and to secure the attendance of non-members with relevant experience and expertise if it considers this necessary, normally in consultation with the Designated Officer and/or Chair of the Board.
The Committee will review the audit aspects of the draft Annual Financial Statements. These aspects will include the External Audit opinion, the Statement of Members’ Responsibilities, the Statement of Internal Control and any relevant issue raised in the External Auditors’ Management Letter. The Committee should, where appropriate, confirm with the Internal and External Auditors that the effectiveness of the internal control system has been reviewed, and comment on this in its annual report to the Board.
Constitution
The Committee and its Chair shall be appointed by the Board, from among its own members, and must consist of members with no executive responsibility for the management of the University. There shall be no fewer than five members. The Chair of the Board should not be a member of the Committee. Members should not have significant interests in the University.
At least one member should have recent and relevant experience in finance, accounting or auditing. The Committee may, if it considers it necessary or desirable, co-opt members with particular expertise. No member of the Committee may also be a member of the Finance, Development & Resources Committee unless for unavoidable statutory or practical reasons.
Members shall serve for a maximum of nine years.
Quorum
Three members.
Attendance at meetings
The Chief Operating Officer, Director of Finance, and representatives of Internal and External Auditors shall normally attend meetings where business relevant to them is to be discussed. However, at least once per year the committee should meet with the external and internal auditors without any officer present. The Internal and External Auditors have the right upon request to meet the Committee without any officers present. The Chair of the Audit Committee has the same right.
Frequency of meetings
Meetings will be held at least four and normally five times in each Financial Year.
Reporting procedures
The Committee is responsible to and submits its Minutes, reports and recommendations to the Board of Governors as appropriate. This will include an Annual Report covering the University’s Financial Year and any significant issues up to the date of preparing the report. The report will be addressed to the Board and Vice-Chancellor and Chief Executive, summarising the activity for the year. It will give the Committee’s opinion on the adequacy and effectiveness of the University’s arrangements for the following:
a) risk management, control and governance (the risk management element will include the accuracy of the Statement of Internal Control included with the Annual Statements of Accounts).
b) economy, efficiency and effectiveness (value for money).
c) ensuring that appropriate controls are in place for the management and quality assurance of data submitted to the Higher Education Statistics Agency (HESA), OfS and other funding bodies.
Clerking arrangements
The Clerk to the Governing Body (or his/her nominee) will be the Secretary to the Committee.
Annual review
The Committee will undertake an annual review of its performance and effectiveness having regard to these constitutional arrangements.
Committee membership:
- Chris Lauder (Chair)
- Martin Brookes
- Helen Milford
- Sara de Freitas
- Catherine Winfield
- Lara Joisce
- Vacancy
Meeting minutes
Contact:
Bernard Dale Governance Officer
0191 515 2041
bernard.dale@sunderland.ac.uk