Audit Committee

Constitution

The UHI Shetland Board of Management has established a committee known as the Audit Committee. The quorum for all meetings of the committee shall be three Board members.

The Committee may be attended, at the invitation of the Chair, by members of the College's academic and support staff or by external advisers. The purpose of such an invitation will be to provide specialist information and advice to assist the Committee in its deliberations. Individuals attending on this basis may not vote on any decision made by the Committee.

A representative from external auditors shall attend meetings where business relevant to them is to be discussed. At least once a year, the committee should meet with the external auditors without any officers present.

Membership

Not less than five Board Members. At least one member of the Committee should have recent and relevant experience in finance, accounting or auditing.

Board members not eligible for appointment are the Chair of the Board, the Principal, members elected by the teaching and non-teaching staff of the college and the persons appointed by the Students Association.

No member of the Finance and General Purposes Committee shall also be a member of the Audit Committee. The Committee may if it considers it necessary or desirable, co-opt members with particular expertise, , who are not board members limited to two two-year terms. The committee many ask other staff members of the organisation, not
listed below, to attend to assist with its discussions on any particular matter.

Membership of the Committee should satisfy the requirements of the SFC Code of Audit Practice, and / or other appropriate guidance, as may be directed by the Board of Management.

Frequency of Meetings

The Committee shall meet no less than four times each year.

Remit

The Committee’s remit is to review and monitor the following aspects of the College’s operations, and to advise the Board appropriately on:

1. The comprehensiveness, reliability and integrity of assurance of the governance and management of the College.
2. The comprehensiveness, reliability and integrity of assurance of the risk management and business continuity of the College.
3. The comprehensiveness, reliability and integrity of the College’s financial management and other internal control and management systems.
4. The effectiveness of arrangements for safeguarding the assets of the College and the public funds at its disposal.
5. The economy, efficiency and effectiveness of the College’s activities, including value for money.
6. The effectiveness of the corporate governance and conduct of the College operations.
7. All aspects of the provision of an effective Internal audit service.
8. All aspects of the provision of an effective External audit service.
9. The effective provision of Health and Safety arrangements to meet all legislative requirements.
10. Public interest disclosure (whistle-blowing) arrangements.
11. Data Protection and Freedom of Information arrangements.
12. Anti-fraud policies, whistle-blowing processe, and arrangements for special investigations.

Specifically, the Audit Committee shall:

1. Receive updates to and review the contents of the risk register maintained by the College.
2. Review the reports submitted by the College’s Internal Auditors and receive progress reports from College Management on the Internal Audit recommendations.
3. Jointly with the Board’s Finance and General Purposes Committee review the annual report of the College’s external auditors and the associated College financial statements on which that report is based.
4. Prepare an annual report for the Board of Management times to support the finalisation of the accounts and the governance statementm summarising its conclusions from the work it has done during the year.
5. Sit privately without any non-members present for all or part of the meeting if it so decides. The Committee will meet privately with the internal and external auditors at least annually.
6. The Audit Committee shall conduct its business in accordance with the requirements of any guidance and/ or codes of practice issued from time to time by the SFC and/ or any other relevant statutory or regulatory authority, as directed by the Board of Management.
7. Provide the Board of Management at each meeting with a verbal report supported by a copy of the minutes of its previous meeting
8. Retain the right to procure specialist ad-hoc advice at the expense of Shetland UHI, subject to budgets agreed by the Board of Management.
9. Grant the right to Internal Auditors and a representative of External Auditors to confidential access to the Chair of Audit Committee.
10. Receive each meeting

10.1 a progress report from the Head of Internal Audits summarising:

10.1.1. work performed (and a comparison with work planned);
10.1.2. key issues emerging from Internal Audit work;
10.1.3. management response to audit recommendations;
10.1.4. significant changes to the audit plan;
10.1.5. any resourcing issues affecting the delivery of Internal Audit objectives;
10.2. a progress report from the External Audit representative summarising work done and emerging findings."

11. As and when appropriate the Committee will also be provided with:
11.1. proposals for the Terms of Reference of Internal Audit;
11.2. the Internal Audit Strategy;
11.3. the Head of Internal Audit's Annual Opinion and Report;
11.4. quality assurance reports on the Internal Audit function;
11.5. the draft accounts of the organisation;
11.6. the draft governance statement;
11.7. a report on any changes to accounting policies;
11.8. External Audit's management letter/report;
11.9. a report on any proposals to tender for audit functions;
11.10. a report on co-operation between Internal and External Audit.

References

Transition Board Meeting Paper TB2020-17 - Committee Terms of Reference and Attachment (pdfs). (21 Oct 2020).