Purpose
The Committee’s main purpose is to ensure there is an effective framework of audit, risk management [and internal control] on behalf of the RSE Council and the RSE Scotland Foundation Trustees.
Constitution
The Committee was established by the RSE Council and the RSE Scotland Foundation Trustees in 2005. Its terms of reference are reviewed by these bodies [every three years], with the next review due in [2025]. The Committee serves in an advisory role to these bodies. It will not normally have delegated powers. The reporting line is through meetings of RSE Council and RSE Scotland Foundation Trustees in the form of a standing agenda report (“Reports/Minutes from Committees”).
Remit
The Committee’s remit is:
- To review the annual financial statements, including the auditor’s formal opinion, the statement of RSE Council’s/RSE Scotland Foundation Trustees’ responsibilities and any risk management statements, focusing particularly on changes in and compliance with accounting policies and practices and matters of judgement.
- To discuss with the external auditors any problems and reservations arising from the audit, including a review of the management letter incorporating management responses, and any other matters the external auditors may wish to discuss (in the absence of management where necessary).
- To advise the RSE Council/RSE Scotland Foundation Trustees on the appointment of the external auditors, the audit fee, the provision of any non-audit services by the external auditors and any questions of resignation or dismissal of the external auditors.
- To keep under review the effectiveness of internal and external control and risk management systems.
- To satisfy itself that satisfactory arrangements are in place (whether in a governance framework or otherwise) to promote economy, efficiency and effectiveness in carrying out the charitable purposes of the Society and the Foundation.
- To consider and make recommendations upon any other matters, where authorised or requested to do so by the RSE Council or RSE Scotland Foundation Trustees.
- To approve and report to the RSE Council and RSE Scotland Foundation Trustees upon the annual and long-term internal audit programme and to consider and approve reports of internal audit.]
Operational process
- Meeting Frequency: usually quarterly each financial year, including before and after the external audit.
- Activities outwith Meetings: Normally none.
- Committee Secretary: Director of Finance.
- Committee Quorum: At least four members must attend meetings, including Convenor or member of Council.
- Delegated Budgetary Responsibility: None.
- Reports To: RSE Council, RSE Scotland Foundation Trustees.
Membership
- Convenor: Any Member except the Treasurer
- Treasurer (ex officio)
- Two Council Members (RSE Trustees) who are not Office-Bearers
- One RSE Foundation Trustee
- Five Fellows who are not Members of Council (non-Trustees)
Appointment of members is by RSE Council except those who are ex-officio.
Length of Service: Ex-officio member serves for the duration of their period of office in the role which generates the ex-officio appointment. Other members may serve for four years.
