Corporate Governance Audit and Risk Committee
Role
The Corporate Governance and Audit Committee has been established to assist Council effectively discharging its responsibilities relating to:
- Governance
- Risk, and
- Audit.
This committee was established as a sub-committee of Council in 2011.(Council minute 413.12).
Membership
| Composition | Member | Appointment status |
|---|---|---|
| A Chair (external member of Council) | Ms Jennifer Williams | Appointed |
| B Chancellor | Adrienne E Clarke AC FAA FTSE |
Ex-Officio |
| C Two or more external members of Council with appropriate expertise |
Mr Tony De Domenico Mr Graeme McMahon Mr Jeff Rosewarne |
Appointed |
In attendance
| Composition | Member | Appointment status |
|---|---|---|
| Vice-Chancellor and President | Professor John Dewar | In attendance |
| Vice-President Operations / Chief Operating Officer | Mr David Ensor | In attendance |
| Director, Risk Management Unit | Mr Carl Gibson | In attendance |
| Head, Internal Audit | Mr Geoff Rees | In attendance |
| Vice-President Finance / Chief Financial Officer | In attendance |
Term of office
The Chancellor may not chair the Committee. All appointments, other than the Chancellor who is a member ex officio, shall be reviewed annually. The Committee may co-opt other members to fulfil specific needs as required.
The Chair shall be appointed by the Council and will report to the Council.
Terms of Reference
Governance
1. Ensure appropriate corporate governance protocols are developed. Ensure that these protocols meet the highest ethical and professional standards and continually monitor compliance.
Compliance
2. Monitor and review compliance with significant legislation and regulation relevant to the University’s operations.
3. Review management reports on compliance breaches. Ensure that significant breaches are investigated and that agreed corrective actions and improvements are implemented.
Audit
4. Consult on audit strategy and annual report with representatives of the Auditor-General’s Office.
5. Meet with external auditor in camera at least annually, ideally at the time of consideration of the annual financial statements.
6. Review the University’s audit procedures (external and internal audits), scope of audits, level of audit resources and approve the University’s annual audit plan.
7. Review audit reports and management responses to internal and external audit findings. Ensure management has completed all agreed actions in agreed timeframes.
8. Ensure the legal, accounting, risk management and statutory requirements of La Trobe University are met.
9. Review the annual financial statements of the University. Ensure that all adjustments arising from the external audit have been appropriately dealt with by management. Recommend the adoption of the statements to Council, in a timeframe which allows careful consideration of the statements by Council.
10. Ensure compliance with accounting standards. Review and make recommendations to Council for any changes to accounting practices and policies that have an impact on external reporting.
11. Ensure appropriate review of the findings of investigations into alleged significant misconduct, including fraud and corruption, and ensure that appropriate action is taken.
Risk Management
12. Ensure that the University has an appropriate risk management framework and internal controls, including but not limited to:
- Assessing and recommending to Council a risk profile which describes the material risks facing the University (including financial and non-financial matters) and the mitigating factors. Periodically review the profile and the residual level of risk.
- Assess internal processes for determining and managing key risk areas and related internal compliance and control systems such as:
- * Non compliance with laws, regulations, standards and best practice guidelines (e.g environmental, occupational health and safety and industrial relations laws).
-
- Important judgements, litigation and claims.
- Fraud and theft.
- Relevant business risks not dealt with by other Council committees.
13. Review the annual consolidated risk profile prepared by the Risk Management Unit.
14. Ensure that the planning and budgeting cycle is undertaken with an appropriate consideration of risk.
15. Ensure that management:
- Implements recommended changes to risk management practices and policies;
- Makes significant adjustment resulting from risk and insurance reviews and other audits;
- Conducts an appropriate annual review of the insurance programme.
Occupational Health & Safety
16. Review the University’s health and safety systems, policies and procedures.
17. Monitor compliance with applicable occupational health and safety legislation, regulation and the University’s health and safety policies and procedures.
18. Review management reports on significant incidents and overall incident trends and consequent actions to reduce the risk.
19. Review actions taken by management that will affect the health and safety of staff, students, contractors and visitors.
Committee Administration
1. The Committee shall meet at least four times a year and at other times deemed to be necessary. Meetings may be held via teleconference.
2. There shall be an agenda and minutes for all meetings and the Secretary (who shall not be a Committee member) shall record the proceedings of the meeting and distribute Chair approved minutes within 10 days of the meeting.
3. The committee shall have “in-camera” meeting(s) as deemed appropriate by the Chair.
4. The Committee shall review its own performance on an annual basis and refer findings and actions arising from the review process to Council.
5. The Terms of Reference for the committee shall be reviewed by the Committee on an annual basis. Amendments shall be recommended to Council for approval.
6. The Committee will report on its responsibilities and activities through its Chair to the Council.
Reporting
The Committee will report to Council after each meeting.
Quorum
Three members.
Frequency of meetings
Quarterly.
List of any sub-committees
None.
Secretariat
Governance Services
Contact person
Ms Rebecca Bramwell
Manager, Governance Services
Tel: 03 9479 2058
