Audit and Risk Committee

(As approved by the Board of Trustees in May 2005)

(Effective June 1, 2012 the committee name changed from Audit to Audit and Risk)

I. Purpose and Authority

The Audit and Risk Committee assists the Board of Trustees in its oversight of:

• The financial reporting process to ensure the transparency and integrity of financial reports;
• The effectiveness of the University’s internal control and risk management environment;
• The independent audit process, including recommending the appointment and assessing the performance of the external auditor;
• The effectiveness of the internal audit function;
• The University’s compliance with legal, statutory and regulatory requirements.

The Committee has the authority to request any investigation appropriate to fulfilling its responsibilities.

The Committee has the authority, with consent of the Chair of the Board of Trustees, to retain professional advisors as the Committee deems necessary to carry out its duties.

II. Membership

The Audit and Risk Committee shall be comprised of nine including:

1. the Chair of the Board, the Chancellor, and the Principal as ex-officio members; and

2. six appointed Board members, one of whom shall be a member of an internal constituency of the University, with the remainder independent (defined as not employed by, or a student of, the University).

The majority of members shall be financially literate (defined as having the ability to read and understand financial statements of the breadth and complexity comparable to those of the University), and at least two members of the Committee shall be "financial experts" with extensive accounting and/or related financial management expertise, such that they understand fund accounting and generally accepted accounting principles (GAAP), and in the case of GAAP, have the ability to assess the application of these principles in connection with accounting estimates, accruals and reserves.

If Board members are not available to serve as the "financial experts," up to two independent "financial experts" who are not on the Board of Trustees may be appointed, and the total number of appointed members shall remain six.

A Chair and a Vice-Chair shall be appointed by the Board of Trustees.

Appointments shall be made by the Board of Trustees on the recommendation of the Governance and Nominating Committee for terms of three years with one-third, as near as may be, completing their terms on the 31st of May each year, but eligible for re-appointment normally to a maximum of twelve years of service.

III. Meetings

The Committee shall meet four times annually, or more frequently as required. The Committee Chair shall review an agenda in advance of each meeting.

A majority of the Committee shall constitute a quorum.

The Committee shall maintain written minutes of its meetings, which shall be the responsibility of the recording secretary. The Secretary of the Board of Trustees shall ensure that a recording secretary is available to support the Committee.

IV. Duties And Responsibilities

With regard to its oversight responsibilities for each of the topics below, the Committee shall:

A. Financial Reporting and Internal Control and Risk Management Systems

1. Review the University’s annual consolidated audited financial statements and recommend approval of these financial statements to the Board of Trustees. The review should include discussion with the administration and the external auditors of significant issues regarding accounting principles, practices, adequacy of disclosure, and significant administration estimates and judgements.

2. Review and discuss significant findings and recommendations of the external auditors set out in the Management Letter, together with administration’s responses.

3. Review the Annual Financial Report and other related reports with financial disclosures as appropriate.

4. Review significant accounting and reporting developments, including recent and contemplated professional and regulatory proposals, and understand their impact on financial reports.

5. Review with the administration and the external and internal auditors the overall effectiveness of the internal control framework, including the efficiency and effectiveness of operations, safeguarding of assets and integrity of financial transactions, and steps taken by administration to minimize significant exposures.

6. Discuss with the administration significant financial risk exposures and the steps administration has taken to monitor and manage these financial risks.

7. Evaluate the effectiveness of the University-wide risk management framework. Receive and consider reports on significant risks or exposures to the University and the management of these.

B. External Audit Process

1. Annually recommend to the Board of Trustees the appointment of the external auditors, and, in consultation with the administration, their compensation.

2. Review the proposed audit scope and approach for the upcoming consolidated financial statement audit and other mandated audits.

3. Annually review and assess the independence and performance of the external auditors, including a review of all non-audit services provided by the external auditors.

4. Review the external auditors’ findings and administration’s response, the external auditors’ evaluation of the quality and appropriateness of accounting principles applied in financial reporting and any unresolved material differences of opinion.

5. Meet privately with the external auditors to discuss any matters that the Committee or the external auditors believe should be discussed privately.

6. Agree on a process for pre-approving and reporting of non-audit services provided by the external auditor.

C. Internal Audit Function

1. Periodically review and approve the mandate and objectives of the internal audit function.

2. Review the proposed internal audit plan for the coming year along with the criteria upon it is based (the risk assessment process).

3. Review and discuss significant findings and recommendations resulting from internal audits, special investigations and other reviews of internal controls along with administration’s responses and follow-up actions.

4. Review the organization, structure and resources of the internal audit function and the qualifications of internal audit personnel.

5. Through the Committee Chair, in consultation with the Vice-Principal (Finance and Administration), review and concur with the appointment, re-assignment or dismissal of the Director of the internal audit function.

6. On an annual basis, meet privately with the Director of the internal audit function.

D. Legal Compliance

On an annual basis, review with the University’s legal counsel: a) any legal matters that could have a significant impact on the financial statements, b) compliance with applicable laws and regulations, and c) inquiries received from regulators or government agencies.

E. Other Duties

1. Review and ensure that procedures are in place for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters.

2. Complete periodic self-assessments of the effectiveness of the Committee against its mandate and report the results to the Board.

3. Ensure that Committee members receive appropriate orientation regarding the work of the Committee, and that training to enhance financial literacy is made available.

4. Periodically review the Committee’s Constitution and update as required.

5. Perform any other activities consistent with the Committee’s Constitution, other rules and regulations, and governing laws, as the Committee or the Board deems necessary or appropriate.

 

Membership	Status	Term Ends
D. Dodge	Ex Officio
D. Woolf	Ex Officio
B. Palk	Ex Officio
E. Haythorne	Appointed	Jun-2013
D. Pattenden	Appointed	Jun-2015
K. Brooks	Appointed	Jun-2013
P. Taylor	Appointed	Jun-2013
B. Warmbold	Appointed	Jun-2013
J. Nesbitt	Appointed	Jun-2013

 

Chair: K. Brooks
Vice-Chair: B. Warmbold
Secretary: D. Janiec