Committee Secretary: Ms Amanda Dorr, telephone 01603 59(3444)
Governance Office: Mrs Rebecca Phillips, telephone 01603 59(3203)
The Chair of the Council
(The Chair of the Council, the Vice- Chancellor, the Treasurer and the Pro-Vice-Chancellors do not exercise their right to sit on this Committee)
Four members appointed by the Council, of whom three shall be persons not being employees of the University
Miss Gillian Maclean (2022) (Chair)
Mr Stephen Blease (2022)
Mr Mark Davies (2021)
In Attendance: Chief Resource Officer and University Secretary and the Director of Finance
Secretary - Ms Amanda Dorr
Terms of Reference
1. The Council has established a committee of the Council known as the audit committee.
2. The committee and its chair shall be appointed by the Council, from among its own members, and must consist of members with no executive responsibility for the management of the institution. There shall be no fewer than three members; a quorum shall be at least two members. The chair of the Council should not be a member of the committee. Members should not have significant interests in the institution.
3. 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 Group, unless specifically authorised by the Higher Education Funding Council for England (HEFCE) under the terms of paragraph 73 of the Code.
Attendance at meetings
4. The Finance, Planning & Governance Director, the head of internal audit, and a representative of the external auditors shall normally attend meetings where business relevant to them is to be discussed. However, at least once a year the committee should meet with the external and internal auditors without any officers present.
Frequency of meetings
5. Meetings shall normally be held at least three times each financial year. The external auditors or head of internal audit may request a meeting if they consider it necessary.
6. The committee is authorised by the 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 co-operate with any request made by the committee.
7. The committee is authorised by the Council 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 chairman of the Council.
8. The audit 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 Council.
9. The duties of the committee shall be:
a. To advise the 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.
b. To discuss if necessary with the external auditors, before the audit begins,the nature and scope of the audit.
c. 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).
d. To consider and advise the Council on the appointment and terms of engagement of the internal audit service (and the head of internal audit, if applicable), 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.
e. To review the internal auditors’ audit risk assessment and strategy; to consider major findings of internal audit investigations and management's response; and to 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 the Council as appropriate).
f. To keep under review the effectiveness of the risk management, control and governance arrangements, and in particular to review the external auditors’ management letter, the internal auditors' annual report, and management responses.
g. To monitor the implementation of agreed audit-based recommendations, from whatever source.
h. To ensure that all significant losses have been properly investigated and that the internal and external auditors, and where appropriate the HEFCE accounting officer, have been informed.
i. oversee the institution’s policy on fraud and irregularity, including being notified of any action taken under that policy.
j. To satisfy itself that satisfactory arrangements are in place to promote economy, efficiency and effectiveness.
k. To receive any relevant reports from the National Audit Office, HEFCE and other organisations.
l. To monitor annually the performance and effectiveness of external and internal auditors, including any matters affecting their objectivity, and to make recommendations to the Council concerning their reappointment, where appropriate.
m. To consider 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 statement of internal control, in accordance with HEFCE’s Accounts Directions.
n. 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.
10. The minutes (or a report) of meetings of the committee will be circulated to all members of the Council.
11. The committee will prepare an annual report covering the institution’s financial year and any significant issues up to the date of preparing the report. The report will be addressed to the Council and designated officer, summarising the activity for the year. It will give the committee’s opinion on the adequacy and effectiveness of the institution’s arrangements for the following:
risk management, control and governance (the risk management element includes the accuracy of the statement of internal control included with the annual statement of accounts)
economy, efficiency and effectiveness (value for money).
This opinion should be based on the information presented to the committee. The audit committee annual report should normally be submitted to the Council before the members’ responsibility statement in the annual financial statements is signed.
12. The clerk to the audit committee will be the clerk to the Council (or other appropriate independent individual).
Please note that the Audit Committee is confidential and therefore no documents will appear online.