TERMS OF REFERENCE
The purpose of the Audit Committee Terms of Reference is to ensure that the responsibilities and expectations delegated to the Audit Committee by the Board of Governors are clear and well defined.
- To strengthen the role of the Board of Governors, and to assist Governors in meeting their responsibilities, by holding discussions with Management, the Auditor General and/or the External Auditor, and the Internal Auditor.
- To improve the credibility and objectivity of financial reports and to increase the independence of the External and Internal Auditors.
- To advise and assist the President (through the Board of Governors) in advancing the goals of the University’s strategic plan. This is achieved through ongoing, risk-based review of commitments contained within the strategic plan.
- To ensure effective processes and controls exist over risks that may affect the reputation, financial position, resources, or ability of the University to carry out its desired objectives.
The Audit Committee submits minutes of its meetings to the next meeting of the UBC Board of Governors and, where applicable and appropriate, the Audit Committee Chair reports every major matter considered by the Audit Committee since the last meeting of the Board of Governors.
MEMBERSHIP & PROCEDURES
The Audit Committee is composed of at least four (4) members of the Board of Governors, all of whom are external to the University. The Board of Governors Chair, the Chancellor and/or the President may be among the appointed members. The size of the Committee reflects the tasks it undertakes.
If possible, at least two (2) members of the Committee should have significant financial experience and expertise.
The Chair of the Board of Governors appoints Committee members with the assistance of the President, based on qualifications and interest, and avoidance of potential conflicts of interest.
Members of the Audit Committee elect a Committee Chair from among the external members.
The Committee Chair is responsible for the better conduct of meetings, including agendas, information processes, and oversight of reporting and action items.
The Committee has the authority to engage independent counsel and other advisors, with prior approval from the Board Chair, subject to reasonable limits on resources available to the Board of Governors for these matters.
The Committee will receive (through the Board Secretariat) additional and reasonable support for the assembly, assessment and reporting of information.
MEETINGS & QUORUM
Attendance by at least 50% of members is required to establish quorum.
The Audit Committee meets at scheduled times throughout the year, with additional meetings at the call of its Chair.
At a minimum, the following should be covered during scheduled meetings of the Audit Committee:
- review the audited financial statements of the University
- review quarterly consolidated financial statements
- approve quarterly forecasts prior to submission to government
- review the Internal Auditor’s report for the prior year
- approve the Internal Audit Plan for the year ahead
- review the External Auditor’s report for the prior year
- approve the External Audit Plan for the year ahead