Audit and Risk Committee

Scope

The Audit and Risk Committee is one of the 3 sub-committees of Court required by the Scottish Code of Good Higher Education Governance (2017).

ARC's purpose is to review the effectiveness of the University's Corporate Governance arrangements, financial systems, internal control environment and risk management arrangements and to provide appropriate assurance and advice to Court on those areas.

ARC's scope is articulated in the Audit Universe encompassing Operational Activities, Schools, Arms-Length organisations such as the Development Trust, and Subsidiaries.

ARC will provide a formal annual assurance report to Court on its activities; providing opinion on the adequacy of the controls, systems and risk management in place as well as overall financial sustainability. The Committee is, however, mandated to escalate appropriate issues at any point in the year.

In undertaking its responsibilities, the Committee is authorised to obtain, via the University Secretary, outside legal or other professional advice on any matters within its terms of reference.

Membership

The Committee must have an independent member majority and at least one of its members must have recent and relevant financial expertise. Members are appointed for terms of three years.

• Chair - Independent Member of Court (with an additional deliberative vote to maintain the independent member majority if additional members are co-opted)
• Two other Independent Members of the University Court
• Two external members appointed by Court on the advice of the Governance and Nominations Committee in consultation with the Committee's Independent Members.

The Committee will have the power to co-opt additional members subject to the approval of Court. Additional members will have appropriate expertise and will not be associated with the provision of services to the University.

The Chair of the Finance & Resourcing Committee shall not be a member of the Committee and overlap in membership between the two committees would be exceptional. The Senior Governor shall not be a member of the Committee but may be invited to one meeting per annum.

The University Secretary and the Clerk will normally attend meetings.

Membership 2024 / 2025

Court

• Ms Eleanor Bentley (Chair) ( )
• Mr Luke Halliday ( )
• Mr Lorenzo Moretti

External/Co-opted

• Mr Kevin Reynard ( )
• Mr Stuart Porteous ( )

Clerk: Jan Whitfield

In attendance:

• Principal
• Senior Vice-Principal
• Chief Governance Officer and University Secretary
• Chief Financial Officer
• Director of Strategic Planning, Project and Corporate Governance
• Internal Auditor
• External Auditor

Remit

Internal & External Audit

Oversight of the work of internal and external audit, advising Court on the appointment, qualifications, expertise, independence and performance of those teams. In particular:

• Oversee the selection process for new auditors, approving the engagement terms and fees for audit and non-audit services.
• Recommend, to Court, any amendments to policy in relation to the provision of non-audit services and approve all non-audit services provided by either auditor over £10k.
• Annually review and assess the effectiveness of the auditors and audit process.
• Investigate any issues in relation to the resignation of the auditors and consider the need for a recommendation to Court.
• Review and approve internal and external audit plans and the over-arching internal audit strategic framework including grading criteria.
• Review external auditor's findings, including any letters of representation, and monitor management response to the Management letter, findings and recommendations.
• Review reports from internal audit and the adequacy and implementation of the management response.

Financial Control

Review the effectiveness of the University's systems for financial control and respond to any alleged financial irregularities or fraud. In particular:

• Oversee and recommend changes to Court in relation to the University's Financial Regulations
• Ensure appropriate review of the University's internal financial control systems.
• Advise Court on Value for Money (VFM) matters arising from internal and external audit reports or any relevant external studies of best practice for promoting economy, efficiency and effectiveness.
• Receive and approve the University's Institutional Efficiency Return to the SFC
• Receive regular reports from the internal auditors and management on reports received, investigations undertaken and action taken in relation to financial irregularities or fraud including breaches of compliance with the Anti-Bribery Act or Expenses & Benefits policy, and
• Obtain assurances that any significant losses have been appropriately disclosed and (where appropriate) reported to SFC and other external bodies.

Financial Reporting

Review the content of the Annual Report and Accounts and advise Court on whether, taken as a whole, it is fair, balanced and understandable and provides the information necessary for stakeholders to assess the university's performance, strategy and sustainability. In particular, review and challenge, where appropriate:

• The University's draft Annual Report and Accounts including the external auditor's formal opinion, corporate governance statements, the statement of internal control and review any changes in accounting policy or statutory requirements.
• The application of significant accounting policies and any changes to them.
• The methods used to account for significant or unusual transactions where different approaches are possible.
• Whether the university has adopted appropriate accounting policies and made appropriate estimates and judgements, given the external auditor's views on the financial statements
• The clarity, context and completeness of disclosure in the financial statements.
• All material information presented with the financial statements, including the strategic report and the corporate governance statements relating to the audit and to risk management.

Risk Management

Advise Court on the adequacy of the approach to risk management (including academic risk) and maintain oversight of the strategic risks facing the University. In particular:

• Review the effectiveness of mechanisms operated by the University for identifying, assessing and managing risks.
• Approve the risk management statements to be included in the annual report.
• Regularly consider the current status of the University's strategic and emerging risks.
• Receive regular reports from management on the operation of the University's Risk Management arrangements.

Governance & Compliance

• Ensure compliance with the mandatory requirements in SFC's Financial Memorandum.
• Review the University's Public Interest Disclosure [whistle-blowing] policy and receive reports from management on cases.

Meetings

• The Committee shall meet at least five times a year.
• The Committee will meet privately with the internal and external auditors at least once a year.
• The quorum is 50% of formal membership (including Chair).

Authority

• The Committee is authorised to obtain, via the University Secretary, outside legal or other professional advice on any matters within its terms of reference.

Reporting Responsibilities

• The Clerk shall minute the proceedings of all Committee meetings, including the names of those present and in attendance;
• Minutes of Committee meetings shall be circulated promptly to all members of the Committee and will be formally signed off at the next Committee meeting;
• The Committee shall report to the next meeting of Court following each of its meetings in the form of an executive summary of its minutes;
• The Committee shall make recommendations to Court on the matters that have been considered or reviewed by it at the Court meeting following the meeting of the Committee;
• The Committee shall make a statement in the annual report about its activities;
• The Committee will prepare an annual report covering the institution's financial year and any significant issues up to the date of preparing the report. The report will be addressed to Court, summarising the activity for the year, and providing an opinion on the adequacy and effectiveness of the institution's risk management, control and governance arrangements. and arrangements for promoting economy, efficiency and effectiveness (VFM) as required by the Scottish Funding Council and Scottish Code of Good Higher Education Governance (2017).

Audit and Risk Committee papers are not for routine publication to the wider University community or beyond.

Interface with Other Committees

Governance & Nominations Committee on governance matters

Other

The Committee shall:

• at least once every year, review its terms of reference and at least every two years, review its own performance to ensure it is operating at maximum effectiveness and recommend any changes it considers necessary to the Court for approval;
• be provided with appropriate and timely training, both in the form of an induction programme for new members and an ongoing basis for all members;
• give due consideration to laws and regulations, the provisions of the Scottish Code of Good Higher Education Governance and the Scottish Funding Council.