Audit Committee

Terms of Reference and Membership 2019-20


On behalf of Council, the Audit Committee provides oversight of the University’s risk management, control and governance arrangements, and the arrangements to provide economy, efficiency and effectiveness. It also advises Council on the University’s internal and external audit arrangements, and audit aspects of the financial statements.


1. To advise Council on the initial appointment and annual re-appointment of the external auditors; the audit fee and the value for money obtained; the provision of any non-audit services by the external auditors; and any questions of resignation or dismissal of the external auditors.
2. To discuss if necessary with the external auditors, before the audit begins, the nature and scope of the audit.
3. 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).
4. To consider and advise Council on the appointment and terms of engagement of the internal audit service, the audit fee, the provision of any non-audit services by the internal auditors and any questions of resignation or dismissal of the internal auditors.
5. To review the internal auditors' audit needs assessment and the audit plan; to consider major findings of internal audit investigations and management's responses; and promote 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 institution's needs (or make a recommendation to Council as appropriate).
6. To keep under review the effectiveness of internal control and risk management systems including the risk register and in particular to review the external auditors' management letter, the internal auditors' annual report, and management responses.
7. To monitor the implementation of agreed audit-based recommendations.
8. To ensure that all significant losses have been properly investigated and that the internal and external auditors, and where appropriate the Office for Students, have been informed.
9. To oversee the University's policy on fraud and irregularity, including being notified of any action taken under that policy.
10. To satisfy itself that satisfactory arrangements are in place to promote economy, efficiency, and effectiveness.
11. To monitor and review the robustness of the University's systems and controls for the management and quality assurance of external data returns.
12. To receive any relevant reports from the National Audit Office, the Office for Students and other organisations.
13. To monitor annually the performance and effectiveness of external and internal auditors, and to make recommendations to Council concerning their re-appointment, where appropriate.
14. 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, internal control and risk management statements and any corporate governance statement.
15. To submit to Council an annual report summarising the work of the Committee for the financial year and for any further period up to the date of preparation of the report. The report will give the Committee's opinions on the extent to which the governing body may rely on the University’s internal control and risk management system; its arrangements for securing economy, efficiency and effectiveness; and its systems and controls for the management and quality assurance of external data returns. These opinions will be based upon the information presented to the Committee. The report will also include detail of any whistle blowing incidents reported to the Committee and the outcome/actions arising from investigations. The annual report will normally be submitted to Council before the members' responsibility statement in the annual financial statements is signed.
16. To consider, record and address the potential equal opportunity impacts of decisions made by the Committee (in accordance with the ‘due regard’ provisions of the Equality Act 2010).

Reports to:

Council and, if required, separately to the Finance Committee.

Constitution and membership 2019-20:

The Committee and its Chair shall be appointed on behalf of Council by the Nominations Committee, and shall consist of no fewer than four lay members of Council and, if considered necessary or desirable, additional co-opted members with particular expertise.

At least one member should have a background in finance, accounting or auditing. No member of the Committee may also be a member of the Finance Committee unless Council makes a formal decision to allow an Audit Committee member to sit on both. No more than one member shall sit on both Committees, and he or she shall not be the Chair of either.

Duration of appointment:

For lay members of Council, Audit Committee membership is three years and renewable. The maximum length of service will normally be six years.
For the co-opted members of the Audit Committee, membership is normally for one year and renewable. The maximum length of service will normally be three years.

Normally in attendance at meetings:

Internal Auditors (PwC)
External Auditors (Ernst & Young)
Deputy Vice-Chancellor
Registrar and Chief Operating Officer
Chief Financial Officer
Deputy Director of Finance


Governance Office

Frequency of meetings:

The Committee will normally meet at least four times in each academic year.


Two members

Appendix – membership

Constitution and membership 2019-20

Four lay members of Council, appointed by the Nominations Committee

a. Mr Richard Tapp (Chair)
b. Mr Martin Hindle
c. Vacancy
d. Vacancy
Two co-opted lay members
e. Mr Adrian Keene, from 01.08.2019 to 31.07.2020
f. Mr Peter Dundas from 04.09.2019 to 31.07.2020

Normally in attendance at meetings:

Internal Auditors (PwC)
External Auditors (Ernst & Young)
Acting Vice-Chancellor Edmund Burke
Registrar and Chief Operating Officer Dave Hall
Chief Financial Officer Martyn Riddleston
Deputy Chief Financial Officer Paul Gowdridge
Chief of Staff (VC Office) Alexander Erdlenbruch


Governance Office Alison Benson