Audit Committee

Role

The Audit Committee assists the Board in fulfilling its legal and fiduciary obligations with respect to the annual audited financial statements, risk management and control, internal audit of the effectiveness, efficiency and economy of the University’s operations, compliance with legal and statutory obligations, and ethics and values;

Terms of Reference

ESTABLISHMENT

The Audit Committee was established by Board of Governors resolution 85.22 and confirmed by Board By-Law A6.2, 1987. The terms of reference were amended by the Board of Governors at its meeting of March 21, 2005, by resolution 2005.2, at its meeting of May 26, 2008, by Board By-Law Number 1, 2008, at its meeting of December 16, 2010, by resolution 2010.28, at its meeting of December 10, 2012, and at its meeting of September 25, 2017 by resolution number 2017.33.

Status

The Audit Committee (Committee) is a standing committee of the Board of Governors (Board).

Powers and Functions

The Committee shall assist the Board in fulfilling its legal and fiduciary obligations with respect to the annual audited financial statements, risk management, and control processes designed and implemented by University management to ensure that:

  • University assets are safeguarded against losses of all kinds;
  • significant financial, managerial and operational information is accurate, reliable and current;
  • resources are adequately protected, acquired economically and used efficiently;
  • potential threats to the achievement of the University’s objectives are identified, assessed, mitigated and monitored;
  • University policies and procedures, and applicable laws and regulations, are complied with; and,
  • strong ethics and values are promoted within the University.

The Committee may hire experts or firms to support it in fulfilling its mandate.

Without limiting the generality of the foregoing, the specific responsibilities of the Committee shall be:

1. Review of Annual Audited Financial Statements

1.1 Review with management and the External Auditor and recommend for approval to the Board of Governors the annual audited financial statements of the University of Ottawa, of the University of Ottawa Retirement Pension Plan (1965) and of the Association of Part-Time Professors of the University of Ottawa Pension Plan (1991), including any related financial reports.
 
1.2 Review with management areas of significant management judgment or estimates and their underlying assumptions, significant variances, related-party transactions and other matters related to the preparation of the financial statements, including their overall format and presentation.

1.3 Review and approve proposed changes in accounting policies, financial disclosures and any financial estimates related to issues concerning litigation or contingencies that may impact the financial results of the University.

1.4 Review any management letters received from the External Auditor, University management’s responses and action plans, and follow-up on action plans.
 
1.5 Review the External Auditor’s annual report to the Committee on audit findings and other matters with respect to the annual audit of the financial statements, including any disagreements between management and the External Auditor.
 
2. Accounting Systems and Internal Controls
 
2.1 Review and advise on matters within the Committee’s mandate, including the adequacy, accuracy, timeliness and reliability of financial reports; and, as may be requested by management or the Board, on the effectiveness of internal accounting and management control procedures.

3. Risk Management and Control Environment
 
3.1 Review the periodic reports prepared by the Enterprise Risk Management (ERM) Committee to satisfy itself that the ERM process operates effectively and efficiently.

3.2 Report annually to the Board its assessment of the enterprise risk management process.
 
3.3 Review reports from:
(i) University management on incidents of fraud, litigation, whistle-blowing and significant control deviations; and
(ii) the internal auditor on the periodic review of University senior management expense accounts.
 
3.4 Review management’s annual confirmation of compliance with:
(i) payroll, withholding and remittance requirements; and
(ii) any financial regulatory requirements.

4. Engagement of External Auditor and Setting of Remuneration

4.1 Review and approve the scope of the External Auditor’s examination of the annual financial statements.

4.2 Review and approve the fees for the audit of the financial statements.

4.3 Review the annual terms of engagement for the External Auditor as defined in the annual engagement letter.

4.4 Review other audit services that the External Auditor is to perform for the University.

4.5 Obtain at each Committee meeting from the External Auditor a formal written independence confirmation disclosing all relationships between the External Auditor and the University, including the list of all work and mandates performed by the External Auditor with associated fees, since the last Committee meeting, and engage in a dialogue with the External Auditor regarding any disclosed relationship or service which may impact on the External Auditor’s objectivity and independence.

4.6 Assess:
(i) the continuing independence of the External Auditor, including review and pre-approval by the Committee of all non-audit services and remuneration therefore to be performed by the External Auditor for the University; and
(ii) the quality and effectiveness of the External Auditor’s relationship with University management and with the Internal Auditor.

4.7 Review:
(i) any significant changes to the annual plans or the terms of engagement for the External Auditor; and
(ii) the effectiveness of the work performed by the External Auditor and the lead partner thereof.

4.8 Review and recommend for approval to the Board the annual appointment of the External Auditor of the financial statements of the University of Ottawa, of the University of Ottawa Retirement Pension Plan (1965), and of the Association of Part-Time Professors of the University of Ottawa Pension Plan;

5. Internal Audit

5.1 Participate, through the Chair of the Committee, in the appointment process for the Internal Auditor.

5.2 Ensure the maintenance of a reasonable degree of independence by the Internal Auditor and his or her employees in carrying out their duties.

5.3 Ensure annually the existence of adequate coordination and cooperation between the internal and external audit functions.

5.4 Review annually the terms of reference of the Internal Audit (Policy 96) and recommend changes to the University Administration Committee for approval.

5.5 Review and approve the annual internal audit plan and budget.

5.6 Review the annual and interim audit reports of the Internal Auditor.

5.7 Review specific reports of the Internal Auditor as required, including management’s responses to findings and recommendations, and follow-up on action plans.

6. Other

6.1 Review other audit reports issued by external agencies or funding councils.

6.2 Receive regular updates of fraud allegations made pursuant to Policy 92.

6.3 Receive prompt notice, through the Chair of the Committee, of fraud allegations made pursuant to Policy 92.

7. Annual Work Plan

7.1 Develop an annual Committee work plan in consultation with University management, the Internal Auditor and the External Auditor to aid the Committee in fulfilling its mandate.

MEMBERSHIP

Members

The Committee shall consist of at least six (6) Board members—other than the Chairperson and Vice-chairperson of the Board—appointed by the Board. Only those Board members not employed by the University and appointed under paragraphs 9 (b), (c), (e), and (f) of the University of Ottawa Act (1965) shall be eligible. All members of the Committee shall be sufficiently versed in financial matters to be able to read and understand the University’s accounting practices and policies and the significant estimates involved in preparing the financial statements, and at least one member shall have financial expertise.

Term

Members shall be appointed for a term that is the lesser of the remainder of their term as a member of the Board, and two years. Committee membership may be renewed.

Chair

The Chair of the Committee shall be appointed by the Committee on Governance and Nominating.

MEETINGS

Quorum

A majority of members shall constitute a quorum.

Conduct of Meetings and Powers of Chair

1. The Committee shall meet sufficiently frequently within a year to fulfill its responsibilities.

2. The Chair of the Committee shall set Committee meeting agendas in consultation with Committee members, University management, the External Auditor and the Internal Auditor.

3. The External Auditor and the Internal Auditor, and such University officers as may be invited from time to time, may participate in meetings of the Committee unless otherwise requested by the Committee.

4. The Committee shall meet in private sessions with the External Auditor, the Internal Auditor and University management at each Committee meeting.

5. The Chair of the Committee may communicate directly with the External Auditor and with the Internal Auditor.

RELATIONSHIP

The Committee reports directly to the Board after each of its meetings.

SECRETARIAT

Secretarial services are provided by the University Secretariat.

Members

Chair

Deanna Monaghan
Board of Governors Member
End of mandate: 2022-06-30

Members

Jennifer Adams
Board of Governors Member
End of mandate: 2021-06-30

Anna Keller
Board of Governors Member
End of mandate: 2021-06-30

Joanne Lefebvre
Board of Governors Member
End of mandate: 2020-01-21

Tony Malaty
Board of Governors Member
End of mandate: 2020-06-30

Elizabeth Rody
Board of Governors Member
End of Mandate : 2019-10-29

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