Audit Committee Charter
Purpose
The purpose of the Committee is to assist the Board in discharging its responsibilities with respect to financial reporting, compliance and risk management practices of the Society.
Mission
“To encourage the humane treatment of all animals and to prevent cruelty which may be inflicted upon them.
To be achieved by:
- Providing shelter for animals requiring care and attention with facilities that will cater for their needs and ensuring the promotion of successful and long term adoptions for suitable animals.
- Promoting a humane understanding of all animals by influencing the public perception of animals through education and example.
- Seeking the active and financial support of the public to assist in accomplishment of these undertakings, ensuring that such funds received are utilised and maximised to the overall benefit of the animals.
- Providing leadership in the lobbying of effective legislation to prevent cruelty to all animals professionally enforcing existing laws and regulations established for their protection.”
Composition
The Audit and Risk Committee shall be appointed annually by the Board and shall consist of not more than six members. A quorum shall be a majority of committee members. The Chairperson of the Board will be an ex officio, voting, member of the Audit and Risk Committee.
A majority of the members will be financially literate and at least one member shall have an accounting or financial background. The Chairperson shall be appointed by the Board and will not be the Chairperson of the Board.
All members of the Board are entitled to attend meetings.
Responsibilities
The duties of the Committee are as follows:
Financial Reporting
- Ensure that appropriate financial reporting and internal control processes are in place and monitor those processes so that the Board is properly and regularly informed and updated on financial matters;
- Review accounting policies on an annual basis, considering at all times there appropriateness to the Society and their compliance with financial reporting standards.
- Review the annual financial statements for compliance with appropriate laws and regulations and recommend approval to the Board;
- Review public documents and disclosures relating to financial information;
- Assess the performance of financial management;
External Audit
- To recommend to the Board the external auditor appointment and remuneration;
- Liaise with the External Auditor;
- Review and assess the performance and independence of the External Auditor in respect of audit and non-audit services;
- Review (but not plan or conduct) the external audit annual audit plan and reports;
- Review the external audit findings and ensure that recommendations highlighted in audit reports are actioned by management;
- To meet separately with the External Auditor, and the Internal Auditor where appointed, at least once per year.
Internal Audit
- Consider the appointment of internal auditors and recommend to the Board, as appropriate, the appointment of an internal auditor;
- Liaise with the Internal Auditor;
- Review and assess the performance and independence of the Internal Auditor;
- Review and approve the internal audit annual audit plan;
- Review the internal audit findings and ensure that recommendations highlighted in audit reports are actioned by management;
- To meet separately with the Internal Auditor, where appointed, at least once per year;
Risk Management
- Approve a Risk Management policy to be applied across all elements of the Society;
- In accordance with the Risk Management policy, identify those risks that relate to the elements of the Society;
- Undertake annual risk assessment reviews of all elements of the Society;
- Ensure appropriate risk management strategies are developed and implemented for all significant risks;
- Receive and review a six monthly management report to the committee on risks identified and arising and mitigations in place or planned;
Other
- Review in accordance with a policy review schedule all significant audit, risk and finance related internal policies and recommend any changes to the Board;
- Supervise special investigations when requested by the Board;
- Examine any other matters referred to the committee by the Board.
Authority
- The Committee is authorised by the Board to investigate any activity covered by its functions and responsibilities. It is authorised to seek any information it requires from any employee and all employees shall be directed to cooperate with any request made by the Committee;
- The Committee shall have the authority of the Board to obtain legal or other independent professional advice, and to secure the attendance at meetings of third parties with the relevant experience and expertise if it considers this necessary; and
- The Committee shall have no executive powers with regard to findings and recommendations.
Secretarial and Meetings
- The Board Secretary shall as act as Secretary of the Audit and Risk Committee;
- The Committee will hold at least four meetings per year, which shall be scheduled to ensure timely review of the interim and year-end financial statements. An annual plan of the matters to be considered at these meetings is to be presented to the Board for approval;
- Meetings shall be attended by the External Auditor, the Accountant, Chief Executive Officer and others as appropriate, at the discretion and invitation of the Committee. Adequate notice shall be given to those to be invited;
- On a regular basis (no less than annually) the Committee shall meet with the External Auditor to discuss any matters that either party believe should be discussed confidentially;
- Any Board member may request, through the Board Chair, that the Committee convene to address any Society financial matter that is of serious concern;
- The Chair of the Committee shall also call a meeting of the Audit and Risk Committee if so requested by any Audit and Risk Committee member or the External or Internal Auditor;
- A resolution in writing, signed or assented to by at least three members of the Audit and Risk Committee, is as valid and effective as if it had been passed at a meeting of the Audit and Risk Committee duly convened and held. Any such resolution may consist of several documents (including transmissions by facsimile or e-mail or other similar means of written communication) in like form, each signed or assented to by one or more members of the Committee;
- The Secretary, in conjunction with the Chair, shall draw up the Agenda;
- The Agenda and Committee papers shall be distributed to members at least one week prior to each meeting;
- The Minutes of all Committee meetings, signed by the Chair, shall be circulated to all directors, the Chief Executive Officer, the Accountant, External and Internal Auditors and to other parties as the Board directs.
Review of the Audit Committee
- The Committee shall undertake a formal review of its objectives and activities once every year;
- The Committee shall also review annually the Audit and Risk Committee charter and recommend any changes to the Board.
Reporting Procedures
The Chair of the Committee shall make a report to the Board after each Committee meeting on the findings and recommendations of the Committee.
The Committee is to report to the Board all matters relevant to the Committee’s role and responsibilities, including:
- Assessment of whether external reporting is consistent with Committee members’ information and knowledge and is adequate for stakeholders’ needs;
- Assessment of the management processes supporting external reporting;
- Procedures for the selection and appointment of the external auditor and for the rotation of external audit engagement partners;
- Recommendations for the appointment or removal of the external auditor and the internal auditor;
- Assessment of the performance and independence of the external auditor and whether the Committee is satisfied that independence of this function has been maintained having regard to the provision of non-audit services;
- The results of its review of risk management and internal compliance and control systems;
- The Minutes of all Committee meetings, signed by the Chair, shall be circulated to all directors, the Chief Executive Officer, the Accountant, External and Internal Auditors and to other parties as the Board directs; and
- The Committee shall maintain direct lines of communication with the External and Internal Auditors.