Audit Committee

Constitution

The governing body as required by the Articles of Government (5 (3) The Board of Governors shall establish an Audit Committee whose members shall not include staff or student governors) has established a committee of the Board of Governors known as the Audit Committee. It acts as the Audit Committee for the University and for each of its subsidiaries.

Composition & Membership

4 to 6 members (excluding Chair, Deputy Chair, staff and student governors), including: – up to 3 independent or co-opted members of the Board, one of whom to be Chair – up to 3 co-opted members of the Committee.

  • Alison Ramsey (Chair)
  • Professor Philip Gummett
  • Sanjay Balakrishnan
  • Tanya Philips (co-opted)
  • Frances Duffy

The Audit Committee and its chair shall be appointed by the Board of Governors and must consist of members with no executive responsibility for the management of the University or any of its subsidiaries. Members should not have significant interests in the institution.

At least one member should have recent relevant experience in finance, accounting or auditing. Members of the committee should not also be members of the finance committee (or equivalent).

Quorum

At least two members.

Attendance at meetings

The Vice Chancellor and representatives of the internal and external auditors shall normally attend meetings where business relevant to them is to be discussed. However, at least once a year the Committee should meet with the internal and external auditors without any officers present.

Relevant officers of the University and the colleges may also be asked to attend as appropriate. 

Frequency of meetings

Meetings shall normally be held three times each financial year and not fewer than twice. The internal or external auditors may request a meeting if they consider it necessary.

Authority

The Committee is authorised by the Board of Governors to investigate and where appropriate challenge any activity and evidence brought before the Committee within its terms of reference. It is authorised to seek any information it requires from any employee, and all employees are directed to co-operate with any request made by the committee.

The Committee is authorised by the Board of Governors to obtain outside legal or other independent professional advice and to secure the attendance of non-members with relevant experience and expertise if it considers this necessary, normally in consultation with the Vice Chancellor and/or Chair or Deputy Chair of the Board of Governors.

The Committee will review the audit aspects of the draft annual financial statements. These aspects will include the external audit opinion, the statement of members’ responsibilities, the statement of internal control and any relevant issue raised in the external auditors’ management letter. The Committee should, where appropriate, confirm with the internal and external auditors that the effectiveness of the internal control system has been reviewed, and comment on this in its annual report to the Board of Governors.

Duties

The duties of the Committee for the University and for each of its subsidiaries shall be to:

  • consider and advise the Board of Governors on the appointment, independence and effectiveness of the external auditors, the scope of audit coverage, the audit fee, the provision of any non-audit services by the external auditors, and any questions of resignation or dismissal of the external auditors, and will ensure that market testing is undertaken at least every five years, including a change to the individual partner if retaining the current external auditors. (This may be extended to seven years where the criteria set out within the Auditing Standards Board Ethical Standard 3 are met
  • discuss with the external auditors, before the audit begins, the nature and scope of the audit
  • discuss with the external auditors findings arising from the interim and final audits, including a review of the management letter, incorporating management responses, and any other matters the external auditors may wish to discuss (in the absence of management where necessary), including any schedule of misstatements. The Committee will ensure that the resources and staff made available for external audit are sufficient to meet the University’s and its subsidiaries’ needs (or make a recommendation to the Board of Governors as appropriate)
  • consider and advise the Board of Governors on the appointment, terms of engagement and effectiveness of the internal audit service, the scope of audit coverage, the audit fee, the provision of any non-audit services by the internal auditors and the associated objectivity of future work in these areas being uncompromised. The Committee will also consider and advise the Board on any questions of resignation or dismissal of the internal auditors, and will ensure that market testing is undertaken at least every five years
  • inform MEDR of any removal or resignation of the internal auditors and of the reasons
  • review the internal auditors’ audit risk assessment, strategy and programme; consider major findings of internal audit investigations and management’s response; and promote co-ordination between the internal and external auditors. The Committee will ensure that the resources and staff made available for internal audit are sufficient to meet the University’s and its subsidiaries’ needs (or make a recommendation to the Board of Governors as appropriate)
  • review the effectiveness of the risk management, control and governance arrangements, and the management and quality assurance of data, and in particular review the external auditors’ management letter, the internal auditors’ annual report, and management responses
  • monitor the implementation of agreed audit-based recommendations, from whatever source
  • ensure that all significant losses have been properly investigated and that the internal and external auditors, and where appropriate MEDR (or its successor) have been informed
  • oversee the University’s and its subsidiaries’ policy on fraud and irregularity, including being notified of any action taken under that policy
  • satisfy itself that suitable arrangements are in place to promote economy, efficiency and effectiveness, including the identification of specific value for money studies
  • receive any relevant reports from the National Audit Office (NAO), the Wales Audit Office, MEDR and other organisations
  • monitor annually the performance and effectiveness of the external and internal auditors, including any matters affecting their objectivity, promoting co-ordination between external and internal audit, and make recommendations to the Board of Governors concerning their reappointment, where appropriate
  • consider, in conjunction with the Finance & Resources Committee the consolidated annual financial statements of the University and its subsidiaries, prepared and duly audited in accordance with Schedule 7 of the Education Reform Act in the presence of the external auditors and ensure that;
    • suitable accounting policies are selected and applied consistently; 
      the methods and principles in relation to the Statement of Recommended Practice: Accounting for Further and Higher Education Institutions are observed;
    • judgements and estimates are made that are reasonable and prudent;
    • applicable UK accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;
    • financial statements are prepared on the going concern basis unless it is inappropriate to presume that the University will continue in operation.
  • The Committee will ask to receive assurances from external auditors that the accounts of the subsidiaries are drawn up in accordance with Companies Act requirements. After taking account of any points raised by members of the Joint Committee, if appropriate, a recommendation for approval of the consolidated annual financial statements of the University and its subsidiaries will be reported to the Board of Governors by the Audit Committee, based on the review of the findings of the external auditors, which will enable the Board of Governors to approve the University’s Annual Report
  • in the event of the merger or dissolution of the University or its subsidiaries, ensure that the necessary actions are completed, including arranging for a final set of financial statements to be completed and signed
  • oversee the University’s and its subsidiaries’ compliance with Freedom of Information and Data Protection legislation at least annually
  • satisfy itself that the University, MTC and RWCMD are compliant with their responsibilities as registered charities, including the reporting of serious incidents to the Charity Commission, Information Commissioner and MEDR.
  • consider and approve any changes to the Public Interest Disclosure Procedure, and note the outcomes of any Public Interest Disclosure (Whistleblowing) investigations.


Reporting procedures

The minutes (or a report) of meetings of the Committee will be circulated to all members of the Board of Governors, internal and external auditors.

The Committee will prepare an annual report covering the University’s and its subsidiaries’ financial year and any significant issues up to the date of preparing the report. The report will be addressed to the Board of Governors and the Vice Chancellor, and will summarise the activity for the year. It will give the Committee’s opinion of the adequacy and effectiveness of the University’s and its subsidiaries’ arrangements for the following:

  • risk management, control and governance (the risk management element includes the accuracy of the statement of internal control included with the annual statement of accounts)
  • economy, efficiency and effectiveness (value for money)

Annual Report

Download the Annual Report