Audit and Risk Committee

Terms of Reference

External Audit

1. To appoint the University’s External Auditor through a formal procurement process.  To reaffirm that appointment each year during the contractual period, subject to satisfactory performance, through a recommendation to Council.  The Audit Committee may also remove the External Auditor before the end of their term if serious shortcomings are identified.
2. To report to Council on the appointment of the External Auditor, the audit fee, the provision of any non-audit services by the External Auditor, and any questions of resignation or dismissal of the External Auditor.
3. To discuss the nature and scope of the audit with the External Auditor before the audit commences.
4. To discuss with the External Auditor any matters or reservations arising from the interim and final audits, including a review of the Report to those charged with governance (incorporating management responses), and any other matters the External Auditor may wish to discuss (in the absence of management where appropriate).
5. To monitor annually the performance and effectiveness of the External Auditor, including any matters affecting their objectivity.
6. Non-Audit Services - To approve the policy ont he engagement of the External Auditors for non-audit services (to include specific approval for assignments in excess of £50,000).

Internal Audit

7. To appoint the University’s Internal Auditors through a formal procurement process.   The Audit Committee may also remove the Internal Auditors before the end of their term if serious shortcomings are identified.
8. To report to Council on the appointment and terms of engagement of the Internal Audit service, the audit fee, the provision of any non-audit services by the Internal Auditors, and any questions of resignation or dismissal of the Internal Auditors. The Committee will also ensure that the resources made available for Internal Audit are sufficient to meet the institution’s needs (or make a recommendation to Council, as appropriate).
9. To consider and approve the Internal Audit Strategic and Operational Plans, ensuring that planned reviews align closely with the key risks impacting on the institution.
10. To consider major findings of Internal Audit investigations and management’s response and to monitor the implementation of agreed audit-based recommendations, with a particular focus on Priority 1 recommendations.
11. To monitor annually the performance and effectiveness of the Internal Auditors, including any matters affecting their objectivity.

General Responsibilities

12. Consideration of Financial Statements - To consider the draft annual Financial Statements, in the presence of the Accounting Officer and the External Auditor, ensuring that sufficient consideration has been given to all relevant matters, that there is compliance with relevant legislation, accounts directions, and accounting standards, and that there are no major disagreements between the External Auditor and the Resources Committee and/or the Chief Strategy and Finance Officer, over accounting policies. To also provide assurance to Council that there has been a robust examination of the Statements via the relevant internal processes and through the External Audit function.
13. Related Companies - To consider the Financial Statements of the University's subsidiary companies, together with the related report of the External Auditor, prior to inclusion in the University's accounts.
14. Charities Reporting - To scrutinise the arrangements in place  to ensure compliance with the Charities Act 2008, to include consideration, for recommendation to Council, of the Annual Return to the Commission and the Annual Report on Safeguarding.
15. Academic Assurance - To ensure that the Annual Academic Assurance report meets the requirements of both Council and the Department as part of the wider Annual Accountability submission, and that this provides a sound and comprehensive basis for an appropriate recommendation from Audit & Risk Committee to Council in respect of its adoption (The report should include an update on complaints handled through the Annual Assurance Report on Academic Quality).
16. Effectiveness of Control Arrangements - To keep under review the effectiveness of the University’s risk management, control and governance arrangements and, in particular, to review the External Auditor’s Report to those charged with governance, the Internal Auditors’ Annual Report, and management responses.  The Committee shall make recommendations to relevant committees or to the Vice-Chancellor to ensure that measures are taken to deal effectively with matters raised in audit reports.
17. Compliance – To receive assurances in respect of compliance with the terms of the University’s Financial Memorandum with the Department, and other best practice guidance as appropriate, and to include these in the Committee's Annual Report to Council.  To also receive any relevant report from the Northern Ireland Audit Office and the National Audit Office or any other body which fulfils a recognised audit function in respect of the University or related institutions, funded in full or part from public funds.
18. Risk Management - To recommend the approval of the overall Risk Management Framework to Council.  To also consider significant risks to the University and its related entities and to seek assurance from management and the External and Internal Auditors, that appropriate processes are in place to identify, monitor, mitigate, control and report such risks as appropriate.  In this context, to consider any significant risk management failures and management’s responses and report to Council as appropriate.  A report should also be provided to Council via the Audit and Risk Committee (through the Strategic Risk Register) to inform members of any projects/initiatives where there is the potential for significant reputational risk to the University.
19. Value for Money – To approve the annual report on the steps being taken by the University to promote value for money and to consider and make a formal recommendation to Council in respect of the University's Annual Efficiency Return.
20. Whistleblowing – To consider and approve the University's Raising Concerns (Whistleblowing) Policy and receive an annual report on its implementation.  To ensure that the Internal and External Auditors, and appropriate authorities, have been informed of disclosures where appropriate.  To also receive updates on disclosures made to the University under the Raising Concerns (Whistleblowing) Policy, together with progress on the related investigation and lessons learned.
21. Fraud - To consider and approve the University's Theft, Fraud and Corruption Response Plan (including Bribery)  and receive an annual report on its implementation.  To ensure that the Internal and External Auditors, and appropriate authorities, have been informed where appropriate.  To also receive updates on fraud, together with progress on the related investigation and lessons learned.
22. Conflicts of Interest Policy - To consider and approve the University's Conflicts of Interest Policy, to include an annual report on its implementation.
23. Gifts and Hospitality – To consider and approve the University's Annual Report on Gifts and Hospitality, to include an annual report on all gifts and hospitality notified under the terms of the policy.
24. Philanthropy - To receive assurances, through reporting and Internal Audit reviews, on the robustness of the University's arrangements for philanthropy and fundraising, to include a summary of the level and range of gifts, donations and endowments received.
25. Employment legal cases - to receive a periodic summary report on employment legal cases with the potential to impact the University's reputation.
26. To receive a summary of insurance claims paid, together with lessons learnt, on an annual basis.

Effectiveness Reviews

27. To undertake a comprehensive annual review of the Committee’s effectiveness against the best practice contained with the Committee of University Chairs (CUC) Higher Education Audit Committees Code of Practice and to report any recommendations arising to Council as appropriate.

28. To undertake a comprehensive annual review of the performance of the Internal and External Auditors against the best practice contained with the CUC Higher Education Audit Committees Code of Practice and to report any recommendations arising to Council as appropriate.

Reporting Responsibilities

29.  To provide, through the Chair, a report on the work of the Committee to each meeting of the University Council, in a format to be determined by the Council.

30.  To compile an Annual Report which, following consideration by Council, will be sent to DfE - this annual report shall include an opinion on the adequacy and effectiveness of the University's arrangements for risk management, internal control, governance and value for money.

Legal Advice

31. To obtain outside legal or other independent professional advice, where this is considered appropriate, up to £25,000 without the prior approval of Resources Committee, such advice to be secured through the Secretary to Council.

In reaching decisions the Committee will have due regard to their impact on, and implications for, the University’s commitment to ensuring equality of opportunity and good relations as outlined in its Equality Scheme, and associated policies, and where possible and practicable the Committee will ensure that its actions are proactive in this respect.

These Terms of Reference will be subject to annual review.