Approved December 2021
1. MANDATE |
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| 1.1 | Pursuant to section 27(2)(c) of the University Act, the UBC Board of Governors (the “Board”) has established a standing committee of the Board to address risk and audit-related matters (the “Audit Committee”). | |
| 1.2 | The Audit Committee considers matters relating to internal and external financial reporting, internal and external audit processes and reports, enterprise risk management, and internal controls at UBC for the purposes of: | |
| 1.2.1 | providing recommendations to the Board where Board decisions are required or where the Audit Committee otherwise considers it desirable to make recommendations; | |
| 1.2.2 | making decisions on behalf of the Board where the Board has delegated authority to the Audit Committee to do so; and, | |
| 1.2.3 | considering any reports submitted for information and responding to any requests from the UBC administration for advice and input; | |
| (collectively, the “Mandate”). | ||
| 1.3 | Appendix A of these Terms of Reference sets out some examples of matters that fall within the Mandate. This list is provided for illustrative purposes only and is not intended to be exhaustive or constrain in any way the definition of the Mandate set out in section 1.2. | |
2. DELEGATED AUTHORITY |
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| 2.1 | The Audit Committee hereby has the authority to make the following decisions on behalf of the Board: | |
| 2.1.1 | in consultation with the UBC President, to (i) approve decisions regarding the appointment and removal of the Chief Assurance & Risk Officer; and (ii) evaluate the performance of and approve the compensation package of the Chief Assurance & Risk Officer, all in accordance with the principles set out by the Institute of Internal Audit Standards and consistent with established UBC standards and practices; | |
| 2.1.2 | to approve the Enterprise Risk and Assurance Plan, which is the annual work plan for the portfolio of the Chief Assurance & Risk Officer; | |
| 2.1.3 | to instruct the Chief Assurance & Risk Officer; | |
| 2.1.4 | to review and approve the terms of engagement of and to appoint the External Auditor; | |
| 2.1.5 | to review and approve UBC’s quarterly financial forecasts; | |
| 2.1.6 | to authorize the UBC administration to submit the quarterly financial forecasts to the province as required for government reporting entities; and, | |
| 2.1.7 | to review and approve the following items:
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| 2.1.8 | to approve amendments to, or repeal of, the Signing Bylaw approved by the Board of Governors on November 20, 2003 with respect to signing resolutions. | |
3. COMPOSITION |
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| 3.1 | In addition to the ex officio members as required by the UBC Board of Governors’ Meeting Rules and Practices, the Audit Committee will have at least four members, all of whom are to be selected in accordance with the UBC Board of Governors’ Meeting Rules and Practices as may be amended from time to time. Those additional members will include: | |
| 3.1.1 | the Chair of the Finance Committee; and, | |
| 3.1.2 | at least three Governors who have been appointed by the Lieutenant Governor in Council. | |
| 3.2 | In addition, at least two of the members of the Audit Committee must have financial experience and expertise. | |
| 3.3 | In addition to the general quorum requirement as set out in the UBC Board of Governors’ Meeting Rules and Practices, it is required that a majority of the members present at a meeting of the Audit Committee have been appointed to the Board by the Lieutenant Governor in Council in order for quorum to be achieved. | |
APPENDIX A – AUDIT COMMITTEE MANDATE
Further to section 1.3 of the Audit Committee Terms of Reference, the following sets out examples of matters that fall within the Mandate:
| a) | Board Policies for which responsibility has been assigned to the Audit Committee by the Governance Committee pursuant to its Terms of Reference |
| b) | processes and controls with respect to risks that may affect the reputation, financial position, resources or ability of UBC to carry out its objectives |
| c) | Enterprise Risk Management Program |
| d) | External Auditor Findings Reports and Updates |
| e) | Periodic litigation reports |
| f) | Development & Alumni Engagement Year-End and Audit Report |
| g) | risk assurance related to the Integrated Renewal Program |
| h) | Financial reports and statements, including financial statements for the Neighbours’ Fund, American Foundation for UBC, the UBC Foundation, and the Hong Kong Foundation for UBC |
| i) | Internal Assurance, Risk Advisory, and Investigations Summaries Fraud Risk Management Program |
| J) | Payroll reviews |
| k) | Procurement modernization programs |
| l) | Student enrolment audits |
Visit the Repository of Board of Governors Policies, Procedures, Rules and Guidelines to view Board Meetings Policy (GA8) and associated Meeting Rules and Practices.
