Audit Committee

AUDIT COMMITTEE TERMS OF REFERENCE

A. Purpose

The purpose of the Audit Committee is to assist the Board of Governors in discharging its oversight responsibilities for financial reporting, internal control and risk management systems, the independent external audit process, the internal audit function, and the University’s compliance with legal, statutory and regulatory requirements.


B. Membership

In accordance with the Board's bylaws, membership on the audit committee shall comprise of no fewer than three and no more than five members of the Board.

  • All members are eligible to serve on the audit committee except the president. 
  • The majority of members should be financially literate, with at least one member who is expected to have accounting or major financial expertise and experience.
  • Financial literate includes, at minimum the ability to read and understand financial statements to a breadth and complexity comparable to those of the university.  

Officers and directors that would normally attend meetings of the audit committee include the provost and vice-president academic, vice-president (finance and resources), the controller, the university secretary and the chief audit executive.

The audit committee may invite such officers, directors and employees of the university as it may see fit from time to time to attend meetings of the audit committee to assist in the discussion and consideration of matters before the committee. The external auditor will be invited to meetings of the committee at times when they are reporting to the committee.


C.  Accountabilities and limits of authority

Subject to section D, the committee shall monitor, evaluate and make recommendations to the Board with respect to all auditing, financial reporting and internal control functions relating to the university. Without limiting the generality of the foregoing, the committee shall:

1. Communication

i. Establish and maintain open communication as well as an effective working relationship between committee members, the external auditor, internal audit and administration. 

2. Financial reporting and disclosure

i. Review the university’s annual consolidated audited financial statements, the audited financial statements of the pension plans and recommend these financial statements for approval by the board.  The review should include discussion with management and the external auditors of significant issues regarding financial reporting, accounting principles, practices, adequacy of disclosure and significant management estimates and judgements and the impact that any changes in this regard may have on the financial statements.

ii. Review the university’s proforma statements, financial statements and draft unaudited consolidated financial statements including management disclosure and analysis.

iii. Review the university’s draft annual report and other public reports which contain financial disclosures.

iv. Reviews and assesses the adequacy of such other financial reports as the Board instructs or the audit committee itself deems appropriate to the responsible execution of its duties; recommends them for approval where required.

v. The committee shall be informed on a timely basis of any serious difference of opinion between administration and the auditors, whether or not the difference has been resolved.

3.  External audit

i. Review the external auditor’s annual audit plan, including audit scope and approach for the current year, prior to the commencement of the examination of the university’s financial statements.

ii. Review with administration and the external auditor at the completion of the annual examination:

a. the external auditor's audit findings report and his draft opinion on the financial statements;

b. any significant changes required in the external auditor's audit plan;

c. any serious difficulties or disputes with Administration encountered during the course of the audit; and

d. other matters related to the conduct of the audit which are to be communicated to the committee under generally accepted auditing standards.

 iii. Ensure that the external auditor’s significant findings and recommendations, and management’s proposed responses are received, discussed and acted upon accordingly.

iv. Receive reports from administration on the occurrence of any significant audits of University operations or projects carried out by governments, granting councils, regulatory agencies or others. In cases where the outcome of an audit indicates any substantial irregularity, review the audit report.

4.  Internal controls

i. Monitor the effectiveness of the university's internal controls and management information systems, including:

a. that appropriate policies and procedures are in place for internal accounting, financial control, information technology, fraud deterrence and management information;

b. that appropriate processes are in place to address and comply with applicable statutory, regulatory requirements, as appropriate; and

c. reporting to the board annually on these matters.

 ii. Have overarching responsibility for oversight of the University’s enterprise risk management process and for providing institutional risk information to the university’s Board of Governors, in consultation with the other Board of Governors’ standing committees as directed by their individual mandates.

iii.  It is the responsibility of the Board, in consultation with management, to identify the principal risks facing the University, review the University’s tolerance and appetite for risk and approve risk management policies as part of the university’s enterprise risk management process. In this context, the Committee shall focus on financial risk and gain reasonable assurance that financial risk is being effectively managed or controlled through the management reports and regular enterprise risk management updates.

iv. Inquire of the senior administrative officers (Administration) of the University (including the Chief Audit Executive) and the external auditor about significant risks or exposures and assess if the appropriate measures to manage or address the risk have been taken by Administration.

v. Review the adequacy of insurance coverages maintained by the University and monitor insurance claims.

vi. Periodically review issues relating to Board members' personal liability.

5.  Payments and remittances

i. Monitor compliance by the University with all payments and remittances required to be made in accordance with applicable law, where the failure to make such payments could render the members of the Board of Governors personally liable.

6.  Internal audit

i. Consider and review with administration and the chief audit executive:

a. significant findings during the year and the responses of Administration thereto;

b. any difficulties encountered by the auditors in the course of their audits, including any restrictions on the scope of their work or access to required information;

c. any changes required in the planned scope of their audit plan;

d. the internal audit function’s budget, staffing plan and work schedule;

e. the internal audit function’s charter annually;

f. the effectiveness of the internal audit function, including compliance with The Institute of Internal Auditors’ International Standards for the professional Practice of Internal Auditing, the Definition of Internal Auditing and the Code of Ethics as reported through the internal auditor’s annual report; and

g. review any unjustified restrictions or limitations on the function that would jeopardize their independence

ii. The chief audit executive reports functionally to the committee, reporting directly to the committee at each meeting. The chief audit executive shall report administratively to the vice-president finance and resources (administration)

iii. Through the committee, in consultation with the vice president,finance and resources, review and approve the:

  i.     appointment, re-assignment or dismissal of the chief audit executive; and

  ii.     staffing and organizational structure of the internal audit function.

iv.  Receive from the vice president, finance and resources the annual review and performance report of the chief audit executive and participate in the annual performance review of the chief audit executive.

7. Other

i. Review policies and compliance therewith that require significant actual or potential liabilities, contingent or otherwise, to be reported to the Board in a timely fashion.

ii. Provide direction as to the appropriate accounting policies for the University.

iii. Review regularly with the university’s general counsel any legal or privacy claims or issues that could have a material effect upon the reputation or operations of the university and review regularly with the general counsel, administration, and the external auditors, any legal claim or other contingency that could have a material effect upon the financial position or operating results of the University and the manner in which these matters have been disclosed in the financial statements.

iv. On a regular basis, meet separately with the chief audit executive, external auditor and Administration to discuss any matters that the committee or these groups believe should be discussed privately with the Committee.  The Committee should also ensure that the Chief Audit Executive has met privately with the president during the year.

v. Annually review the work plan of the committee. Report annually to the Board upon completion of the plan and recommend any required changes.

vi. Review from time to time the terms of reference of the committee and recommend any changes to the Governance and Executive Committee.


D. Items for the Board

The committee shall bring to the Board for final approval:

i. the financial statements of the university and related auditor's reports;

ii. reports, information and recommendations with respect to issues that, in the opinion of the committee, may pose a material risk to the university; and

iii. recommendations with respect to information from the internal auditor and external auditors on controls, or related matters the chair of the Committee or the committee may consider prudent or necessary.