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Governance 

14. Audit committee

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Introduction and aim

This briefing note examines the role of an institution’s audit committee. The need for the committee to have members with different expertise and skills is discussed, and its work in relation to both external and internal audit highlighted.

Governance codes

To comply with either the Committee of University’s Chairs (CUC) Higher Education Code of Governance, or the Scottish Code of Good HE Governance, higher education institutions (HEIs) are required to have an audit committee.

Funding council requirements

To access public funding HEIs need to meet the mandatory audit requirements of their funding council. Whilst the approach adopted across all national jurisdictions is broadly common, governors should seek to be familiar with the specific requirements applying to their institution.

  • For English HEIs the mandatory audit requirements are detailed in the Audit Code of Practice published by the Higher Education Funding Council for England (Hefce)1
  • For Scottish HEIs the mandatory requirements for audit and accounting are detailed on the Scottish Funding Council’s website2
  • For Welsh HEIs the mandatory audit requirements are detailed in the Audit Code of Practice published by Higher Education Funding Council for Wales (Hefcw)3

Role of audit committee

A key role of audit committee is to offer assurance to governing bodies that they can have confidence that the institution is meeting its legal and regulatory requirements for accountability and compliance. In pursuit of this aim, the role of the committee is to exercise independent scrutiny and provide assurance that the ‘standards of control, management and governance are satisfactory.’4 The committee also fulfills an important role for external stakeholders, including, for example, the funding councils who seek assurances as to the institution’s proper and efficient use of public funds.

Delegated powers

The audit committee will operate with delegated powers from, and make reports to, the full governing body. The committee’s duties will be detailed in its term of reference. These should be drafted to take account of the work of other committees of the governing body, and, in particular, the work of the finance (or equivalent) committee, where such a committee exists.

Duties

Typically, audit committees have a range of duties, including:

  • To agree the nature and scope of the external audit with the external auditors
  • To agree the work programme for the internal audit service or provider
  • To annually review the performance and effectiveness of the external and internal auditors, making recommendations to the governing body as to their reappointment
  • To consider the institution’s annual financial statements, including the audit opinion and statement of internal control
  • To ensure that satisfactory arrangements are in place promote, economy, efficiency and effectiveness (ie. value-for-money [vfm])
  • To keep under review the institution’s approach to, and polices on, risk management, regularly considering the effectiveness of the institution’s control framework and the assessment of risk
  • To keep under review the quality and accuracy of data submitted on behalf of the institution to external agencies
  • To oversee the institution’s policies on fraud, misappropriation and whistle-blowing

Membership and size

Audit committees should comprise of independent members who have the necessary knowledge and skills to help discharge the committee’s work. Members of the committee should not be involved in the institution’s executive decision-making. This does not preclude senior members of the executive being in attendance or invited, at the request of the committee’s chairman, to attend meetings of the committee to discuss specific matters. The institution’s external and internal auditors will be in attendance for some, if not all, of the committee’s meetings. The audit committees may also have the power to co-opt individuals onto the committee. This offers access to skills and expertise not available from the governing body, but with the disadvantage that the individual will have a more limited understanding of the institution as they do not attend meetings of the full governing body.

The size of the membership of audit committees varies in part due to differences in institutional size. The CUC’s ‘Handbook for members of audit committees in higher education’ suggests the committee should have a minimum membership of 3,5 while a study of audit committees has suggested the minimum number should be 5.6

Restrictions on membership

To avoid potential conflicts of interest, members of audit committee should not be members of the finance (or equivalent) committee, or vice a versa. If joint membership of the two committees is desired it should be subject to an explicit resolution of the governing body. The chair of the governing body should not be a member of the audit committee.

Officers of the committee

The governing body generally appoints the chair of audit, and the clerk will usually be the clerk or secretary to the governing body. A deputy chair of the committee may be appointed to carry out the duties of the committee chair should they be absent.

Composition and skills

To understand the rules and principles underlying the preparation of the institution’s financial statements and the auditors’ opinion, at least one member of the committee should have a background in finance, accounting or audit. However, given its wide remit, the committee should also, for example, be able to understand and question the accuracy and reliability of non-financial data submitted to external agencies (eg to the Higher Education Statistical Agency - HESA). With this in mind, a review of the workings of audit committees suggests the inclusion of a ‘representative from the academic community of sufficient standing… to provide a direct skillset applicable to the oversight of teaching, academic leadership, and research processes.’ 7

Meetings of the committee

Meetings of the audit committee are normally linked to the institution’s annual cycle of the business. The number of meetings will vary by institution and the associated volume of work, but most committees will meet at least 3 times a year.

External audit

The primary role of the external auditor is to examine institution’s record keeping and control systems, and form an opinion about, and report on, whether the annual financial statements give a true and fair view of the institution’s financial outcomes for the year. The audit committee will examine and agree with the external auditor the external audit plan and strategy prior to the commencement of the annual audit.

Once the audit is complete, the committee will review the institution’s draft financial statements and receive the external auditors’ opinion. This is formally reported to the institution by way of a management letter. The audit committee will consider a draft of the letter and make a recommendation to the governing body as to whether the chair of the institution’s governing body should agree and sign the letter.

The external auditors should be formally re-appointed each year by the governing body, usually on the basis of a recommendation made by the audit committee.

Internal audit

The work of an internal audit is to provide independent assurance about risk management, vfm and data quality. The service is either delivered by an internal function of the institution or by an external provider contract. The internal audit, plan agreed with the committee, details the specific areas of the institution’s operation that the internal auditors will examine in order to assess the adequacy and effectiveness of the institution’s risk management, control and governance arrangements over a 12-month period. The auditors will report their findings to management and the audit committee, giving their internal audit opinion as to the current arrangements, and, where appropriate, making recommendations for improvement. At the end of the year the internal auditors will produce an annual report of their work. This is submitted to the governing body and shared with the institution’s funding council.

Auditors

One company is not allowed to provide both the institution’s external and internal audit services. The separation of the audit services recognises that the external auditor when reviewing the institution’s financial outcomes will frequently draw upon the work of the internal auditor to inform their judgments, and that this information should be independently and separately determined. The external provider of either audit service should be subject to periodic market testing.

Reporting procedures

Audit committees are required to prepare and submit an annual report of their work at the end of each financial year. The report is addressed to the governing body and the institution’s designated accounting officer and details how the committee has discharged its duties and the assessment of the adequacy and effectiveness of the institution’s arrangements in respect of:

  • Risk management, control and governance
  • Economy, efficiency and effectiveness (vfm)
  • Management and quality assurance of data submitted to HESA and to the institution’s different funding bodies

The report should be submitted to the governing body prior to it agreeing the institution’s annual report and financial statements.

Potential concerns

The effectiveness of the audit committee may be reduced by:

  • The committee’s membership does not provide an appropriate mix of individuals with the necessary skills and expertise
  • Members of the committee are unwilling to question or challenge the information received, or the judgements made by members of the executive
  • Internal audit is not directed at the greatest risks or fails to examine the areas in sufficient depth. As a result, the committee receives false assurances as to the effectiveness of the systems of internal management and control
  • The recommendations of the internal audit are not acted upon

Questions to consider

  • Does the committee have clear terms of reference?
  • Are the boundaries between the work of the audit committee and other committees, notably any committee looking at finance, clear?
  • Is the size and composition of the audit committee appropriate?
  • Does the committee annually sign-off the internal audit plan?
  • Are key areas of risk regularly reviewed by internal audit?
  • Does the committee meet, at least annually, with the auditors without members of the executive being present?


End notes and further reading

  1. Annex A of the Memorandum of assurance and accountability between Hefce and institutions, Hefce, Circular June 2014/12. Available from http://www.hefce.ac.uk/pubs/year/2014/201412/
  2. Available from: www.sfc.ac.uk
  3. Annex B of the Revised financial memorandum and audit code of practice, Hefcw, Circular W08/36HE. Available from: www.hefcw.ac.uk/documents/publications/circulars/circulars_2008/W0836HE_circ.pdf
  4. See Pearson M (2009), Getting to grips with audit, Leadership foundation for higher education, p5.
  5. CUC Handbook for members of audit committee in higher education, February 2008 available at www.hefce.ac.uk/pubs/year/2008/200806/#d.en.63742
  6. University of Southampton, The role and effectiveness of audit committees in UK higher education institutions, a small development project funded by the Leadership foundation for higher education, October 2013. https://www.lfhe.ac.uk/en/research-resources/research-hub/small-development-projects/sdp2013/southampton-po.cfm
  7. University of Southampton, Ibid.





April 2015
E: david.williams@lfhe.ac.uk
W: www.lfhe.ac.uk/governance
@LF4HE

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        2. Gender diversity data
        3. Improving diversity
        4. Case study 1: UWS
        5. Case study 2: UWS
      6. Questions and Resources
        1. Resources
    8. Self-Assessment Tool
    9. Governing Body Effectiveness
    10. Governance 2020 Survey
  6. International
    1. International Engagement
    2. International Reference Group
    3. International Case Studies
  7. Membership
    1. Membership benefits and services
      1. Membership logos
        1. Download the membership logos
    2. How to join
    3. National and regional contacts
      1. Cindy Vallance
      2. Gary Reed
      3. Jean Chandler
      4. Judy Harris
      5. Maeve Lankford
      6. Meriel Box
      7. Rebecca Bull
    4. Membership advisory group
    5. Membership development support
    6. Management Development Resources
      1. Download MDR1: Managing Effective Performance
      2. Download MDR2: Managing Change in HE
      3. Download MDR3: Emotional Intelligence, Personal Impact and Personal Effectiveness
      4. Download MDR4: Lean Management: Doing more with less
      5. Download MDR5: The Current HE Context: Drivers for change
      6. Download MDR6: Commercial Skills for Academics and Researchers
      7. MDR7: Caught in the Middle
        1. MDR7 Contents
        2. Download MDR7: Caught in the Middle
      8. Download MDR8: Working with Academic Motivation and Prestige
    7. Knowledge Bank
    8. Membership community
      1. Members' Directory
    9. MASHEIN
      1. MASHEIN Members
    10. Ten great reasons to be a Leadership Foundation member
      1. #10GreatReasons1
      2. #10GreatReasons2
      3. #10GreatReasons3
      4. #10GreatReasons4
      5. #10GreatReasons5
      6. #10GreatReasons6
      7. #10GreatReasons7
      8. #10GreatReasons8
      9. #10GreatReasons9
      10. #10GreatReasons10

Governance

Aaron Porter

Aaron Porter

Associate Director, Governance

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David Williams

David Williams

Governance Web Editor

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Welcome...

We are a membership organisation of and for a sector that has some of the brightest minds in the UK.

 

Our members are key to our strategy and form a community of higher education institutions with a clear commitment to and experience of developing leadership, governance and management capabilities at all levels. Academic and professional services staff from member institutions contribute to our programmes, projects and research and advise on benefits and services.

 

Find out more about Membership

 

  • Membership benefits

    • 25% discount on our open and in-house programmes and consultancy
    • a free consultancy day
    • exclusive access to research publications, development resources and funding opportunities
    • free regional events
    • funding for Staff Development Forum and MASHEIN activity
    • members’ mailing lists, newsletters and magazine
    • participation in our development networks

    More…

  • How to join

    • Membership is open to all higher education providers and related sector organisations on an annual or three-yearly subscription basis.
    • We have 154 members with around a third taking advantage of the 10% discount offered by three-year subscriptions.

    More…

  • Membership benefits

    • Research and innovation: Access to our latest, highly-valued research, Leadership Insights, Getting to Grips series and practical development project resources.
    • More…

    • Management Development Resources: Flexible workshop materials on key leadership and management development topics, for you to deliver in-house to suit your own contexts NEW: ‘Caught in the Middle’. 
    • More…

    • The Knowledge Bank: Save time with these extensive multi-media training resources for HR, staff development and OD professionals, covering key leadership and management theory and practice.
    • More…

  • Get in touch

    Meet the membership team, your national and regional contacts in the UK and Ireland, and LF networks.

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Leadership Foundation for Higher Education
Peer House, 8-14 Verulam Street
London WC1X 8LZ

T: 020 3468 4810     F: 020 3468 4811

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