- Brian Harriman
- Vicki McKibbon
- Jane Ralling, Chair
- Mike Roberts
- Brent Spencer
- Peter Mansbridge
- Ron Outerbridge
- Peter Winters
The audit committee is a standing committee of the Board. The committee shall oversee all financial matters in a manner consistent with its specific terms of reference and shall emphasize honesty and ethical behaviour in all matters pertaining to the University.
Terms of reference
The audit committee shall have the following terms of reference:
a) Each member of the committee will be independent of the University and will have the ability to read and understand financial statements.
b) None of the five members of the committee appointed by the Board shall be a member of the executive committee.
c) The committee shall meet at least three times each year.
d) The committee will recommend to the Board, on an annual basis, the appointment or reappointment of the external auditor and will recommend the compensation of the external auditor.
e) The committee will ensure that arrangements with respect to the timing and scope of the annual audit are appropriate.
f) The committee will be responsible for overseeing the work of the external auditor and for the resolution of disagreements, if any, between University management and the external auditor concerning financial reporting; the committee will ensure that any matters that the external auditor wishes to bring to the attention of the Board are addressed and brought to the attention of the Board.
g) The committee will review the annual financial statements with University management and the external auditor to gain reasonable assurance that they are fairly presented in accordance with generally accepted accounting principles.
h) Through discussion and other communication with University management and the external auditor, the committee will obtain reasonable assurance that adequate systems of internal control relating to financial reporting are in place and are functioning effectively.
i) The committee will have the authority to engage the external auditor and/or third-party specialists and to conduct special investigations where it believes such action to be warranted; the committee will have the authority to set the compensation/cost for such actions to a maximum of $20,000 in any one year; should it be anticipated that the total compensation/cost will exceed $20,000 in any one year, the committee will request the approval of the executive committee.
j) The committee will pre-approve non-audit services to be provided by the external auditor in accordance with the committee’s policy for the approval of such services. In particular, the committee will pre-approve any non-audit engagement where the fee is, or is reasonably anticipated to be, in excess of 10 per cent of the University’s financial statement audit fee. Between meetings the chair may pre-approve engagements on behalf of the committee.
k) The committee will approve the annual Review of Operations and recommend it to the Board of Regents for its approval.
l) The committee will obtain reasonable assurance that adequate procedures are in place for the receipt and treatment of complaints about accounting matters, audit matters, and internal controls and for the confidential, anonymous submission by employees of concerns about accounting, auditing, and/or other financial or ethical matters.
m) The committee will obtain reasonable assurance that adequate procedures are in place to assess and manage the University’s financial and other risks.
n) The three ex-officio members of the committee (refer to the composition of the committee set out below) will not have voting rights; should the voting on any motion made at a meeting of the committee result in a tie, the chair, in addition to his/her vote as a member of the committee, will have the deciding vote.
No member of the committee shall be an employee of the University or otherwise considered not to be independent of the University.
The committee shall consist of:
- the chairperson, a Regent appointed by the Board who is not a member of the Executive Committee,
- four Regents appointed by the Board who are not members of the Executive Committee,
- up to two members who are not Regents, employees or students
- the Chancellor (ex-officio)
- the chair (ex-officio)
- the chair of the executive committee (ex-officio)