The Financial Audit Committee (referred to as the Committee in this document) is appointed by the Board of Directors to assist the Board in fulfilling its oversight responsibilities. Duties of the committee include:
- Overseeing the integrity of the organization’s financial accounting process and systems of internal controls regarding finance, accounting and use of assets
- Overseeing the independence and performance of the independent auditors and staff with finance responsibilities
- Overseeing the operation of the policies on conflicts of interest and the organization’s board-staff communications
- Providing an avenue of communication among the organization’s independent auditors, management, staff, and the Board of Directors
- Monitoring the Alliance’s financial management and reporting. The Committee is the liaison between management and other resources including the external auditors, and the Board
The Committee has the authority to conduct any investigation appropriate to fulfilling its responsibilities, and it has direct access to the independent auditors as well as to anyone in the organization. The Committee has the authority to retain, at the Alliance’s expense, special legal, accounting, or other consultants or experts it deems necessary in the performance of its duties.
Composition and Term of Office
The Committee consists of up to 5 members, three from the Board and 2 from qualified individuals. The CEO is a non-voting member of the Financial Audit Committee. The Financial Audit Committee utilizes consensus where possible to make decisions but in the event that consensus cannot be reached at any particular meeting a decision shall be determined by a majority vote of committee members present. A majority (51%) in attendance at any particular meeting shall constitute quorum for voting purposes. The Committee members are obligated to serve a staggered 2 year term to retain experienced members each year. Members can serve up to 3 terms.
The Board appoints the Committee Chair from amongst the committee members. The Board may consult the Nominations Committee to fulfill this task.
The Committee meets as required by the Committee Chair and upon request of the Board Chair, management or the Board
Resource staff for the Committee will include the CEO, a recording secretary and other staff as required
Duties and Responsibilities
1) Financial Reporting
- Review the organizational risk and related policies on an annual basis
- Monitor the accounting process to ensure compliance with all regulatory returns, and reports as required to be filed
2) External Audit
- Discuss the scope of the external audit of the financial affairs of the Alliance, review the audit engagement letter and management’s representation letters, and make recommendations to the Board
- Monitor the progress of the annual audit, and make inquiries and receive reports as the Committee thinks fit. As well, the Committee shall receive the annual management letter from the external auditors and be responsible for ensuring that items of concern noted therein are resolved
- Conduct an annual performance evaluation of the external auditor
- Determine, on an annual basis, the continuation of the current auditor’s contract, and recommend to the Board of Directors
- Review and recommend for approval the annual audited financial statements of the Alliance including a determination that the appropriate accounting methods have been used
- Receive reports and letters from government agencies on financial issues and be responsible for ensuring that items noted therein are resolved and reported to the Board
3) Risk Management
- Through discussions with management and the external auditor, obtain reasonable assurance that the Alliance’s internal controls and performance monitoring systems are adequate
- Annually, receive a report on risk exposure at the Alliance and the steps that have been taken to determine, manage and report risks
- Bring to the Board’s attention all financial matters and potential risks of which it has knowledge that may affect the current or future position of the Alliance
The Committee will report its deliberations to the Board through its minutes and the Committee Chair.
Annual Review of Financial Audit Committee Terms of Reference
The Committee shall review its performance and terms of reference at least once a year to ensure that it is operating at maximum effectiveness and recommend any changes required to the Board for approval.