Audit and Risk Committee

The Audit  and Risk Committee is a committee of the University of Auckland Council, with the delegated responsibilities, authorities and accountabilities set out in this Terms of Reference approved by Council on 11.03.2024.

1. Purpose

The purpose of the Audit and Risk Committee is to provide Council with assurance that:

• All financial statements released to the public, stakeholders, lenders or any regulatory body comply with accounting standards, fairly represent the financial position and performance, and
• An appropriate system of internal controls and an appropriate legal compliance framework operates throughout the University, and
• The University Risk Apetite is confirmed, and all material risks are identified and appropriately managed

2. Responsibilities

The Committee is responsible for:

Appointment of external auditors
The Committee shall liaise with the Auditor General in relation to the appointment of an Audit Service Provider in accordance with the Public Audit Act 1989.

Annual report and financial statements
The Committee is responsible for making a recommendation to Council concerning the adoption of the University's Annual Report and Financial Statements.

Accounting policies and standards
The Committee will review significant proposed accounting policy changes and discuss the nature and impact of such changes. Where appropriate the Committee will discuss such changes with Finance Committee.
The Chief Financial Officer will keep Committee members up to date with current accounting standards and, in particular, any changes which could affect the University's financial statements.

Internal controls
The Committee will review systems of internal control throughout the University with internal and external audit to determine the extent to which the systems and audits of them can be relied upon to detect and control weaknesses or fraud.

Internal audit
The Committee is responsible for appointing the Internal Auditors, reviewing and approving the Internal Audit Programme, considering Internal Audit Reports and monitoring follow-up actions.

Insurance
Each year the Committee will review and approve the University's insurance cover and any policy changes which may be recommended.

Risk
The Committee is responsible for confirming the University Risk Apetite monitoring the management of all material business risks and ensuring that appropriate procedures and conducts are in place to mitigate or manage those risks.

Legislative compliance
The Committee is responsible for overseeing compliance with legislation and policies relating to legislative compliance.

Litigation
The Committee will monitor any legal proceedings involving potential liability or contingent liability of the University.

Subsidiary companies
The Committee's Terms of Reference include all subsidiary companies. However, where a subsidiary such as Auckland UniServices has its own audit committee, then the subsidiary's audit committee shall have delegated to it the above responsibilities. Annually each such subsidiary audit committee shall, through its Board, provide a written report to the Committee identifying any accounting, internal control or risk matters that are material at a group level, and any matters on which the subsidiary audit committee has taken a different position to that advocated by either external or internal auditors or legal counsel. Audit Committee minutes will be provided in a timely manner to the University Audit and Risk Committee.

3. Review of Terms of Reference

The Committee shall review its Terms of Reference every two years and report to Council the outcome of that review.
These Terms of Reference replace those in force.

4. Membership

The Committee shall comprise three lay members of Council, appointed by Council, and the Chancellor (ex-officio). At least two members of Audit Committee should not be members of Finance Committee.
The Committee shall have the power to co-opt an additional member to provide specialist skills.

5. Term of Appointment

The term of office of each member shall be one year.

6. Meetings

The Committee shall normally meet four times a year, on an approximately quarterly basis.

7. Attendance by Management and Advisors

The Vice-Chancellor, or nominee, the Deputy Vice-Chancellor (Operations) and Registrar and the Chief Financial Officerwill normally attend committee meetings but at least twice a year and always including the meeting considering the Annual Report and Financial Statements the Committee shall meet with the internal and external auditors without management being present.Additional members of management may be invited to attend for particular items by either the Chairperson or the Vice-Chancellor.

The external and internal auditors may be invited to attend Committee meetings. The internal and external auditors will have access to the Chair of the Committee at any time.If the University is engaged in any litigation or defence of an action by any regulatory agency the Committee may invite the University's legal advisor to attend its meeting and advise on any liability or contingent liability.

The Committee may request management to procure external professional advice where the Committee considers this necessary to meet its responsibilities.

8. Secretarial Support

The Registrar, or nominee, will act as secretary of committee meetings and will circulate minutes of the meetings to committee members, the Vice-Chancellor, the external auditors and to the secretary of Council. The Registrar, or nominee, will ensure that a complete record of the proceedings of the Committee including agendas, minutes and papers, proposals, advice and reports provided to the Committee is maintained in permanent form.

9. Authority

The Committee has the following delegated authorities:

• appointment of the Internal Auditors
• approval of the University's significant accounting policies and changes to them
  

10. Reporting

When the Committee is considering a recommendation to Council concerning adoption of the University's Annual Report and Financial Statements, reports presented to the Committee at that meeting shall include:

• the draft Annual Report and Financial Statements
• the external auditors' Management Letter
• a report from the external auditors on any matters they believe the Committee needs to be aware of
• a report from the Chief Financial Officer on judgments made by management in the course of preparing the Financial Statements which have a material impact on the Financial Statements

At other meetings during the year, according to a schedule approved by the Committee at the beginning of each year, reports presented to the Committee shall include:

• Internal Audit reports, including management responses to the recommendations
• annual reviews of the rolling Internal Audit programme
• reports on compliance monitoring of internal controls
• reports on each insurance renewal round
• half-yearly updates of the University's risk assessment
• Reports of any significant changes to legislation or regulations

The Committee will provide the minutes of each meeting to Council.

11. Conflicts of Interest

Committee members must declare any real or perceived conflicts of interest in line with the requirements of the University’s Conflicts of Interest Policy.

12. Confidentiality

Committee members have a responsibility to treat all information with appropriate confidentiality. This includes matters tabled or discussed at the Committee meetings, as well as any additional issues that are raised outside meetings.

Committee Secretary

Ms J Metcalf
Extn: 82441.