Audit Committee

The Audit Committee reports to Council.

Purpose

Audit Committee is delegated by Council the responsibility for oversight of the financial controls and processes within the Society, including risk management and legal and regulatory compliance in respect of the Society’s financial accounting and reporting.

Structure

• The Audit Committee will be chaired by a Fellow appointed by Council and shall comprise up to four Fellows who are not trustees, with experience of financial management. In addition, one suitably qualified trustee would normally be a member of the Audit Committee;
• The membership of the Committee is determined by Council;
• Members of the Committee will normally serve for five years; however, if a member takes on the role of Chair their tenure may be extended a further three years;
• Ideally no more than 2 members may stand down in any given year;
• Any trustee may attend a meeting of the Audit Committee 
• The Treasurer, Chief Executive and Director of Finance & Operations will attend the meetings of the Audit Committee;
• Unless otherwise determined by Council of the Society, a quorum shall consist of 3 members of the committee;
• The audit committee will report at least once a year to Council;
• The audit committee may seek Council approval for appropriate external legal and other professional advice if required in order to fulfil its responsibilities.

Terms of reference

• To keep under review policy and procedures relating to internal and financial accounting processes to ensure the adequacy of such processes for the Society;
• To assess the effectiveness of internal financial controls and where appropriate to make recommendations to senior management and, if appropriate, to Council on amendment to these controls to ensure their adequacy and suitability for the Society;
• To review the processes for assessing, reporting, mitigating and owning business risks and their financial implications, including the capability of the Society’s systems to provide early warning of control failures and emerging risks;
• To discuss with the external auditors any issues arising from the draft external audit report and draft management letter, reporting relevant issues and advising senior management and where appropriate Council;
• To scrutinise and advise Council on the contents of the draft annual accounts of the Society, the external audit report and of any management letter that the auditors may wish to present to Council;
• To consider the appropriateness of executive action following audit reviews and to advise senior management and where appropriate Council on any additional or alternative steps to be taken;
• To review the performance of the Society’s auditors and advise Council on any changes that ought to be made to their terms of engagement;
• To ensure regular reviews of the auditor appointment in line with Charity Commission guidance, which currently recommends a review is conducted every 5-10 years. If it is decided that there should be a request for proposals this should be delegated by the Audit Committee to a suitable panel and the outcome reviewed by the Audit Committee, followed by a recommendation to Council of the preferred audit company to be appointed;
• To undertake any such related matters as may be required by Council.

Method of working

• The Committee will normally meet twice per year.
• Minutes of Audit Committee meetings will be made available to Council upon request.