Audit Committee

Terms of Reference and Membership 2018-19

Role

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.

Responsibilities

  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 theexternal 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 scopeof the audit.
  3. To discuss with the external auditors problems and reservations arising from the interim and finalaudits, including a review of the management letter incorporating management responses, andany other matters the external auditors may wish to discuss (in the absence of managementwhere necessary).
  4. To consider and advise Council on the appointment and terms of engagement of the internalaudit service, the audit fee, the provision of any non-audit services by the internal auditors andany questions of resignation or dismissal of the internal auditors.
  5. To review the internal auditors' audit needs assessment and the audit plan; to consider majorfindings of internal audit investigations and management's responses; and promote co-ordination between the internal and external auditors. The Committee will ensure that theresources made available for internal audit are sufficient to meet the institution's needs (or makea recommendation to Council as appropriate).
  6. To keep under review the effectiveness of internal control and risk management systemsincluding 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 andexternal auditors, and where appropriate the HEFCE Accountable Officer, have been informed.
  9. To oversee the University's policy on fraud and irregularity, including being notified of any actiontaken under that policy.
  10. To satisfy itself that satisfactory arrangements are in place to promote economy, efficiency, andeffectiveness.
  11. To monitor and review the robustness of the University's systems and controls for themanagement and quality assurance of external data returns.
  12. To receive any relevant reports from the National Audit Office, the HEFCE and otherorganisations.
  13. To monitor annually the performance and effectiveness of external and internal auditors, and tomake 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, internalcontrol 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 financialyear and for any further period up to the date of preparation of the report. The report will givethe Committee's opinions on the extent to which the governing body may rely on the University’sinternal control and risk management system; its arrangements for securing economy, efficiencyand effectiveness; and its systems and controls for the management and quality assurance ofexternal data returns. These opinions will be based upon the information presented to theCommittee. The report will also include detail of any whistle blowing incidents reported to theCommittee and the outcome/actions arising from investigations. The annual report will normallybe submitted to Council before the members' responsibility statement in the annual financialstatements is signed.
  16. To consider, record and address the potential equal opportunity impacts of decisions made bythe 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

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. 

Membership 2018-19 (current end dates in brackets)

  • Mr Ian Johnson (Chair) (2019) 
  • Mr Martin Hindle (2019) 
  • Mr Anil Majithia (2021) 
  • Professor Dame Janet Finch (2021) 
  • Mr Richard Tapp (co-opted) (2019 – reviewed annually) 

Duration of appointment

Three years, renewable, but maximum length of service will normally be six years. 

Normally in attendance at meetings

  • Internal Auditors (KPMG)
  • External Auditors (Ernst & Young) AC/18/31
  • Registrar and Chief Operating Officer (D Hall) 
  • Director of Finance (M Riddleston) 
  • Deputy Director of Finance (P Gowdridge) 

Secretariat

Governance Office (A Erdlenbruch) 

Frequency of meetings

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

Quorum

Two members AC/18/31