Audit Management & Review Committee

 Contents

Terms of Reference

1. Purpose

The Audit Management & Review Committee is a formally constituted committee of Council with particular responsibility to assist and advise Council in fulfilling its corporate governance and independent oversight responsibilities in relation to the University's management of risk, its internal control structure and its external reporting responsibilities.

2. Duties & Responsibilities

 The Audit Management & Review Committee shall:

A. Management of risk, internal controls

(i) Oversee the processes for the identification and assessment of the general risk spectrum, & review the outcomes of risk management processes;

(ii) Review policies and procedures relating to risk management and compliance with applicable laws and regulations;

(iii) Oversee the adequacy of measures taken to mitigate organisational exposure to fraud and corruption, including receiving a report at least annually detailing all significant incidents & the manner in which they were dealt with.

B. Internal audit

(i) Review the internal audit charter & ensure there is appropriate resourcing of the internal audit function;

(ii) Be consulted, via the Chair, on the appointment, career development and, if applicable, the removal of the head of internal audit;

(iii) Approve the selection of the primary internal audit contractor;

(iv) Ensure there is the right of access of internal audit to all levels of staff and data, information, records and documents, for internal audit purposes & including for controlled entities;

(v) Ensure a University wide risk assessment involving all key stakeholders is performed at least every three (3) years;

(vi) Review the annual internal audit plan & monitor progress against the plan, ensuring that the independence and integrity of the internal audit function is maintained;

(vii) Review significant internal audit reports & findings, including management’s response in terms of content & timeliness;

(viii) Monitor management’s implementation of internal audit recommendations;

(ix) Monitor the process for the receipt, retention & treatment of information received under the Protected Disclosures Act, & from external complainants regarding matters relating to audit, the financial statements, internal controls or possible fraud;

(x) Review any fraud reports;

(xi) At least once per year meet with the primary internal audit contractor in the absence of management & the internal auditor;

(xii) At least once per year meet with the internal audit manager in the absence of management;

(xiii) Periodically review the performance of internal audit;

C. Controlled Entities

(i) Each controlled entity through its own Board &/or Audit Committee where appropriate is responsible for its risk management policies & procedures;

(ii) At least annually, each controlled entity will provide a report to the University Council Audit Management & Review Committee outlining the entity’s approach to risk management;

(iii) At least annually, the Chairperson of each controlled entity’s audit committee / board will attend a University Council Audit Management & Review Committee meeting to provide an update on the status of key risks & internal audit activities.  The update should include submission of relevant document excerpts such as executive summaries of audits and risk assessments;

(iv) The Chairperson of each controlled entity’s audit committee / board, where expressly requested to do so, will report to the University Council Audit Management & Review Committee on matters regarding specific risk management issues.

D. External financial reporting

 (i) Review any significant accounting & reporting issues, including professional & regulatory announcements, & understand their effect on the University’s financial statements, in particular

                a)      the consistency of accounting policies & appropriate adoption of new accounting standards

                b)      considering the need for, appropriateness of & correct disclosure of, any changes made to the University’s accounting policies

                c)      the treatment & disclosure of complex or unusual transactions

                d)      significant judgements made by management in preparing the financial statements, including any significant accounting estimates

                e)      going concern assumptions;

(ii) Review the annual financial statements of the University and recommend their acceptance to Council;

(iii) Obtain written representations from the Vice Chancellor, Vice-Principal Administration and Deputy Vice-Principal (finance & IT) that:

                a)      the University’s financial records have been properly maintained,

                b)      the University’s financial statements & notes present a true & fair view, in all material respects, of its financial condition, & are in accordance with relevant accounting     

                        standards,

                c)      the financial statements are founded on a sound system of risk management & internal compliance & control, & that the system is operating effectively in all material 

                        respects in relation to financial reporting risk, &

                d)      the University’s risk management & internal control & compliance systems are operating efficiently & effectively in respect to its material business risks.

E. External audit

(i) Act as a mechanism for the external auditor to communicate with Council;

(ii) Review & approve the external auditor’s proposed audit plan & audit approach, including materiality levels;

(iii) Discuss the appropriateness of accounting policies, estimates & judgements;

(iv) Review the external auditor’s summary management report which details the results & significant findings from the audit, & management responses thereto;

(v) At least once per year, meet with the external auditor without management present;

(vi) Monitor management’s implementation of recommendations arising from external audit reports;

(vii) Receive the report from the Auditor General that is tabled to the NSW Parliament summarising the results from the audit.

 

3. Membership

(i) The Audit Management and Review Committee shall consist of:

                a)      four (4) external Council members nominated by Council, one of whom has recognized professional financial qualifications and experience;

                b)      one (1) Vice Chancellor's nominee;

Should a Council member with recognized professional financial qualifications and experience not be available, Council shall appoint a person external to the University with said qualifications and experience;

(ii) The Chair of the Committee is appointed by Council & shall be an external Council member.  Should the committee chair be absent from a meeting, the committee members present must appoint a chair for that particular meeting;

(iii)     Unless otherwise provided, the term of office of all Committee members shall be two years. Re-appointments are permitted. Wherever possible, both genders shall be represented on the Committee;

(iv)       Invited attendees as non-voting observers:

            a)       Representatives of the NSW Audit Office

            b)      Deputy Vice-Principal, Finance & IT;

            c)       Internal Audit Manager

            d)      Any other member of the University Senior Executive

            e)       Other persons as required depending on the issues for consideration.

 

4. Education

 (i) The University will assist the committee in maintaining appropriate financial literacy;

(ii) The University is responsible for providing new members with an appropriate induction program & educational opportunities;

(iii) The University is responsible for providing the full committee with educational resources relating to accounting principles & procedures, current accounting topics pertinent to the University, & other resources, as reasonably requested by the committee.

 

5. Meetings

(i) The Committee shall meet at least 3 times per year;

(ii) Both the external and the internal auditors shall have right of access to the Committee, or its Chair, whenever they feel the need;

(iii) the quorum for a meeting shall be 3 of the 5 Committee members.

 

6. Agenda & Minutes

(i) The University will provide secretarial support to the Committee as a Committee of the University Council.

(ii) The committee secretary or delegate must prepare the draft Agenda for approval of the Committee Chair for circulation at least 7 days prior to the scheduled meeting;

(iii) The committee secretary or delegate must prepare the minutes of the committee meeting within 7 working days of each meeting;

(iv) After the committee chair has given preliminary approval, the draft minutes are circulated to all committee members & the other Council members;

(v) The minutes of the meetings must be confirmed & signed at the next committee meeting.

 

7. Reviews

To ensure the committee is fulfilling its stewardship duties to the Council, the committee will:

(i) Conduct an annual assessment of its performance against its Charter & provide a report of its findings to the Council;

(ii) Review, at least every three years, the committee Charter & in conjunction with the University Vice-Principal Administration, recommend to Council any appropriate amendments for approval.

Last reviewed: 11 February, 2009