Terms of Reference
Purpose
The Audit and Finance Committee is responsible to the Board for:
- Overseeing and directing all matters respecting the management, administration, and control of the University’s property, revenues, investments and financial affairs;
- Providing direction, monitoring, evaluating, advising and making recommendations to the Board with respect to all strategic and significant financial matters and policies of the University including its obligations, oversight responsibilities relating to the audit process, the system of internal controls and risk management.
- Ensuring the integrity of the University’s financial statements.
- Evaluating the performance of the University’s internal controls, risk management and internal audit functions, including establishing the types of non-audit services provided by the internal auditor.
Membership and Quorum
In accordance with the Board’s bylaws, membership on the Audit and Finance Committee shall be comprised of 3-5 governors. The Board on the recommendation of the Board Chair appoints the committee chair and members.
- All members are eligible to be on the Human Resource committee.
- Two Board members who are members of the committee shall constitute a quorum.*
- The Board chair is an ex-officio voting member.
- Committee members should be independent and financially literate. At least one member of the Committee should have a financial designation or relevant financial management expertise.** If there are no appropriate skill sets on the Board, the Committee may consult with an independent and qualified external advisor.
* Board Bylaws Article VIII Section 8 QUORUM (Two Board members who are members of that committee shall constitute a quorum for all standing committees.
** In this context, “independent” means having no material direct or indirect association with USask, which could, in the view of the USask Board, reasonably interfere with the exercise of the member’s independent judgment, and “financially literate” means that a member has the ability to read and understand a set of financial statements which present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by USask’s financial statements.
Membership
- Keith Martell (Chair)
- Corinna Stevenson
- Mike Marsh
- Krunal Chavda
- Nadeem Jamali
- Shelley Brown
Key Extrenal Stakeholders
- Office of the Provincial Auditor
Key Internal stakeholders
- Chief Financial Officer
- Vice-President Administration and Chief Operating Officer
- Provost and Vice-President Academic
- Controller
- Chief Audit Executive
- Others as deemed appropriate
The committee meets in-camera, excluding the president, with the chief audit executive and the provincial auditor or their representatives.
Committee Focus
- Concern with the regular operation of the institution and the Board’s obligation for fiduciary oversight of the university resources.
- Concern with ongoing assurance and risk management of the University.
- Concern with the guiding principles and policies of the institution.
Long-term pro-active activities
- Ensure there are adequate resources to guarantee predictable academic and support programming from year to year.
- Ensure alignment of budget and annual report and Management Discussion and Analysis.
- Assess long-term risk exposure and risk management strategies.
- Engage in strategic planning for future of the institution as it relates to audit, risk-management and resource acquisition, utilization and financial sustainability.
Short-term responsive activities
- Review the annual budget materiality threshold.
- Review the annual budget.
- Receive and monitor periodic reports to ensure that resources are used to their best advantage for the purposes for which they were intended.
- Provide ongoing financial oversight through review of standard financial reports and other components of a financial dashboard.
- Review reports on defined benefit pension.
- Monitor compliance, investment performance, and investment strategies through reporting from the Vice-president Administration and Chief Operating Officer.
- Review and approve: signing and contract signing authorization; significant contracts/agreements.
- Approval of planned and actual travel of the president and their spouse by the committee chair.
- Review and approve the annual internal audit plan.
- Review the annual external audit plan.
- Review internal audit reports.
- Analyze and periodically assess internal control functions.
- Analyze risk and periodically assess risk management tactics.
- Appoint and review the appointment of the chief audit executive.
- Be accountable for effective function of the safe-disclosure line.
- Ensure that the significant audit recommendations, certain other matters letter and proposed responses are received, discussed and acted upon appropriately.
- Monitor various metrics of performance relative to the institution’s internal policies in the area of audit and finance.
- Ensure that governance and management of the institution is in compliance with applicable laws and regulations.
- Oversee and assess effectiveness of policy and procedure guidelines relating to the expenditure of any funds both planned and actual required to conduct university business.
Items for the Board
The Audit and Finance Committee will make recommendations for approval and/or report to the Board for information with respect to the following:
- Reports, information and recommendations with respect to issues that, in the opinion of the Committee, may pose a material risk to the University;
- Recommendations with respect to information from the internal auditor and external auditors on controls, or related matters the Chair of the Committee or the Committee may consider prudent or necessary;
- New policies and policy amendments related to resource utilization and safeguarding of assets and resources;
- Budget and financial reports.
Contact
If you have questions please contact:
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