Audit and Risk Committee

Terms of Reference

Particulars

Risk, insurance and legislative compliance

1.      The Committee will oversee and monitor the assessment and management of risk across the University.  In particular, the Committee will:

a.  review and approve risk management frameworks and their effectiveness;

b.  review and assess  the risk appetite statement and ongoing amendments for recommendation to Council for approval;

c.  review the enterprise risk profile and assess whether material risks are being effectively managed in line with the University’s risk appetite;

d.  review changes to enterprise risks and the identification and evaluation of new or emerging risks;

e. review the adequacy of the University’s insurance arrangements, including reports related to insurance renewals and the total cost of insured risk;

f.  review and approve the University’s frameworks for monitoring and ensuring compliance with relevant legislation and regulations; and

g.  specific review over the management of the following risk areas
    i.       crisis management and business continuity;
    ii.       fraud;
    iii.       public interest disclosure;
    iv.       work, health and safety;
    v.       staff and student sexual assault and sexual harassment; and
    vi.       cyber security.

Internal audit

2.      The Committee will approve annual internal audit plans and monitor their effective implementation, including:

a. reviewing all internal audit reports, including recommended and agreed actions; and

b. monitoring implementation of actions arising from internal audit.

3.      The Committee will:

a. approve the appointment or removal of the internal auditor;

b. monitor the independence and objectivity of the internal auditor; and

c.  monitor the performance of the internal auditor.

4.      Where the internal auditor is proposed to be engaged for works outside the scope of internal audit, the Chair must be consulted, and the works approved by the University Secretary.

Financial Reporting and External audit

5.      The Committee will:

a.  review and endorse the Annual Financial Statements to Council for approval;

b.  review and endorse the adequacy of controls in place to fulfil Council’s obligations regarding the Annual Financial Statements;

c.  review the external audit plan; and

d.  review findings and recommendations made by the external auditor, and ensure that significant findings are acted on appropriately.

Policy framework

6.      The Committee will review policies which are reserved for Council approval (per the Policy Framework) and are relevant to these terms of reference. The Committee will monitor compliance with the Policy Framework, in particular that policies are reviewed and updated as required.

Quorum

7.      Quorum is half of the full membership plus one (ignoring any fraction).

Procedures

8.      Papers will ordinarily be circulated to members one (1) week prior to the meeting, and late papers will be circulated no less than two (2) days prior.

9.      Apologies must be tendered in writing to the Executive Officer.

Frequency of Meetings

10.      The Committee will meet at least four times per year, on dates agreed by the Committee.

Review

11.      The Committee will review its Terms of Reference and operation every two years.

12.      Council will review the effectiveness of the Committee annually.

13.      The Committee will be subject to the External Review of Council as per the Council Charter.

Membership

Membership requirements

14.      The Committee shall comprise of at least three members and not more than five members, including at least two appointed members of Council.

15.      The members shall not be staff or students of the University.

16.      The Chancellor will not be a member of the Committee.

17.      At least two members of the Committee must have formal qualifications and extensive knowledge of

a.  Risk management and internal audit;

b.  Financial reporting.

Ex Officio

Nil

Appointment Process

18.      The membership of the Audit & Risk Committee will be appointed by Council taking into account the advice and recommendations of the Audit & Risk Committee Chair and the Executive Committee.

Chair

19.      The Chair shall be appointed by Council.

Gender Balance and Diversity

20.      The Committee should as far as reasonably practicable be constituted of 40% men, 40% women, and the balance of any gender.

Term of Office

21.      Committee members shall be appointed for a term determined by Council, which will ordinarily be for two (2) years and be eligible for reappointment.

22.      Service in excess of six (6) terms, or 12 years, requires a special resolution of Council.

Observers

23.      The following persons will ordinarily be observers at the Committee, but may be requested to leave or remain for any item as the Chair deems fit:

a.  Vice-Chancellor;

b.  General Counsel & University Secretary;

c.   Senior Governance Officer (Council & Committees);

d.  Vice-President (Corporate Services);

e.  Chief Financial Officer;

f.   Associate Director (Risk & Assurance);

g.  External Auditor; and

h.  Internal Auditor.

Current Membership