Audit and Assurance Committee

Terms of Reference and Membership 2024-25

Role

On behalf of Council, the Audit and Assurance 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.

The Committee is authorised by Council 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 cooperate with requests made by the Committee.

The Committee is authorised by the governing body 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 Vice-Chancellor and/or Chair of Council.

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 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 risk 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. . (The Committee should question whether management has considered those risks likely to have the greatest financial, reputational or regulatory impact on the institutionAs set out in Appendix 2, ‘The role of the Audit Committee related to ethical and other behaviour’, CUC Higher Education Audit Committees Code of Practice (May 2020).)
7. On behalf of Council, to provide an escalation point for matters relating to the internal control and risk management of Health and Safety and Information Compliance within the University.
8. To monitor the implementation of agreed audit-based recommendations.
9. To ensure that all significant losses are properly investigated and that the internal and external auditors, and where appropriate the Office for Students, have been informed.
10. To oversee the University's policies on fraud, financial irregularity and whistleblowing, including being notified of any action taken under these policies.
11. To satisfy itself that satisfactory arrangements are in place to promote economy, efficiency, and effectiveness. This may include consideration of arrangements that support the culture and behaviour that is prevalent within the institution, ensure the effective management of conflicts of interest and enable the appointment of ‘Fit and Proper Persons’ to the Council (currently the responsibility of the Nominations Committee of the Council) and senior executive positions.
12. To monitor and review the robustness of the University's systems and controls for the management and quality assurance of external data returns.
13. To receive, and consider the implications of, any relevant reports from the National Audit Office, the Office for Students and other organisations.
14. To monitor annually the performance and effectiveness of external and internal auditors, and to make recommendations to Council concerning their re-appointment, where appropriate.
15. 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.
16. 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 outline any whistleblowing 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.
17. To consider the equality and inclusivity impact of decisions made by the Committee, and take appropriate action where needed, in accordance with the University’s responsibilities under the Equality Act 2010.
18. To undertake a periodic review of its Terms of Reference (normally annually) and of its own effectiveness (at least every three years), and to recommend any necessary changes to Council.
19. In the event of the merger or dissolution of the institution, ensure that the necessary actions are completed, including arranging for a final set of financial statements to be completed and signed.

Reports to

Council.

Subcommittees reporting to Audit and Assurance Committee

Health and Safety Committee.

Constitution and membership 2024-25

The Committee and its Chair shall be appointed on behalf of Council by the Nominations Committee, and shall consist of no fewer than three 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.

Duration of appointment

For lay members of Council, Audit and Assurance 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 and Assurance Committee, membership is initially for one year and renewable for a further two years following completion of the first year. Membership can then be renewed for three years with the maximum length of service normally being six years.

Normally in attendance at meetings

• Internal Auditors (PwC)
• External Auditors (BDO)
• Provost and Deputy Vice-Chancellor
• Deputy Vice-Chancellor (Professional Services)
• Registrar and Secretary
• Chief Financial Officer
• Director of Operational Finance
• Deputy Director of Finance

The Vice-Chancellor will normally attend some Committee meetings in the year by invitation of the Chair.

Secretariat

Governance Office 

Frequency of meetings

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

Quorum

Three members, one of whom must be a lay member of Council.

Appendix – membership

Constitution and membership 2024-25

Three lay members of Council, appointed by the Nominations Committee

• a. Mr Richard Tapp (Chair)
• b. Ms Mehmooda Duke
• c. Mr George Acquah
• d. Ms Mary Curnock Cook
• e. Dr Glynis Wright

Two co-opted lay members

• f. Mr Adrian Keene, from 01.08.2019 to 31.07.2025
• g. Mr Peter Dundas from 04.09.2019 to 31.07.2025

Normally in attendance at meetings

• Internal Auditors (PwC)
• External Auditors (BDO)
• Provost and Deputy Vice-Chancellor, Henrietta O'Connor
• Deputy Vice-Chancellor (Professional Services), Kerry Law
• Registrar and Secretary, Geoff Green
• Chief Financial Officer, Paul Gowdridge
• Director of Operational Finance, Adam Baynes
• Deputy Director of Finance, Katherine Inns

In attendance by invitation

• Vice-Chancellor, Nishan Canagarajah

Secretariat

• Governance Office, Kevin Joyce