Terms of Reference
Approved in February 2012, these outline our Committee terms of reference.
1. The Audit & Finance Committee (the Committee) reports to the Board. It has no executive powers of authority to implement actions in areas over which management has responsibility.
2. The Committee will consist of:
- Two Board Members; John Groom and Ross Ingram
- Two external members (independent of the Authority); Ken Jones and John Williams
- Each member should be capable of making a valuable contribution to the Audit & Finance Committee.
3. A quorum for any meeting will be three members, with a least one independent member present.
4. The Committee receives support from the Corporate & Program Manager (Rick Davies) and Finance & Business Coordinator (Joanne Jones).
5. The Committee will assist the Authority in fulfilling its oversight responsibilities. The Committee will undertake the oversight of:
- Financial performance and the effectiveness of the financial reporting process, including performance against the annual budget, the annual financial statements and all other internal controls
- The scope of work, performance and independence of internal audit
- Ratifying the engagement and dismissal by management of any chief internal audit executive
- Review the operation and implementation of the risk management framework
- The sign off of finance, risk and related policies
- The Authority’s process for monitoring compliance with laws and regulations and Codes of Financial Practice
- In performing its duties, the Committee will maintain effective working relationships with the Board, management, and the internal and external auditors
- To perform his or her role effectively, each Committee member will obtain an understanding of the detailed responsibilities of Committee membership as well as the Authority’s business, operations and risks by undertaking appropriate due diligence.
6. Appointment to the Committee to be reviewed by the board every two years.
7. Appointment of the Convener to be reviewed by the board annually by the Board. Present convenor is Ken Jones.
8. The Committee has the authority to co-opt relevant expertise on a needs basis.
9. Terms of Reference to be reviewed annually.
10. The Board authorises the Committee, within the scope of its responsibilities to:
- Perform activities within its Terms of Reference
Seek any information it requires from:
- Any employee (and all employees are directed to co-operate with any request made by the Committee via the Chief Executive Officer or Corporate & Program Manager)
- Internal and external audit
- External parties
- Obtain outside legal or other professional advice to assist in undertaking its oversight responsibilities
- Ensure the attendance of Authority officers at meetings as appropriate.
11. Attendance at Meetings
- The Committee may invite such other persons (eg the Chief Executive Officer, Corporate & Program Manager, Internal Auditor) to its meetings, as it deems necessary
- The internal and external auditors should make presentations to the Committee as appropriate
- Meetings shall be held not less than quarterly. Special meetings may be convened as required. Internal audit or the external auditors may request a meeting be convened if they consider that it is necessary
- The agenda and supporting documentation should be delivered to the Committee members at least three working days and one weekend in advance of each meeting
- The proceedings of all meetings will be minuted to reflect the work done by the Committee and are to be provided to the Board, at its next meeting
- The Committee will report to the Board at the next Board Meeting.
12. Roles and responsibilities
The Committee will monitor and oversight the following:
Financial performance and the financial reporting process, including the annual financial statements.
- Review and recommend the financial statements prior to finalisation and submission, where appropriate
- Review the current areas of greatest business and financial risk and how these are being managed
- Review significant accounting and reporting issues, including recent professional and regulatory pronouncements, and understand their impact on the financial statements.
The scope and work, performance and independence of internal audit
- Ratify the appointment of internal auditors following a tender process
- Review and approve the internal audit plan, its scope and progress, and any significant changes to it, including any difficulties or restrictions on scope of activities, or significant disagreements with management
- Ensure significant findings and recommendations made by the internal auditors are received, discussed with a course of action agreed and that this is implemented on a timely basis.
- The engagement and dismissal by management of any chief internal audit executive
Review of external audit
- Review the external auditor’s report to ensure significant findings and recommendations are received and dealt with on a timely basis.
The operation and implementation of the risk management framework
- Review the Authority’s framework for the oversight and management of business risks.
- The committee will conduct an annual self assessment, as an agenda item for the last financial quarter of the year.
Approved at Board Meeting 132, Wednesday 22nd February 2012.