Audit Committee Terms of Reference

Approved by Board: June 14, 2015

Purpose
The purpose of the CAUL-CBUA Audit Committee is to assist the Board of Directors in fulfilling its oversight responsibilities. The committee achieves this purpose by reviewing and making recommendations to the Board regarding the internal audit processes and finances, including audited financial statements that will be provided to the Board of Directors and other stakeholders.

Authority
The CAUL-CBUA Audit Committee is created by and receives its authority from the CAUL-CBUA Board of Directors, as per section 7.3 of the CAUL-CBUA By-Laws. 

Membership
The CAUL/CBUA Audit Committee shall consist of three voting members:

  1. The Vice-chair of CAUL-CBUA.
  2. One (1) member appointed from the CAUL-CBUA Board.
  3. One (1) external member with significant accounting or related financial experience appointed by the CAUL-CBUA Board.

Additional members shall include:

  1. The CAUL-CBUA Executive Director as Recording Secretary, non-voting.
  2. The CAUL-CBUA Treasurer as a resource person, non-voting.
  3. An ISI representative as a resource person, non-voting.

The Vice Chair of CAUL-CBUA will serve as the Chair of the Audit Committee. A motion and vote is required for all Committee decisions.

Term of Membership
Voting representatives will serve for a period of two (2) years and are eligible for re-appointment to consecutive terms. Non-voting representatives will serve for the duration of their office term.

Responsibilities
The CAUL-CBUA Audit Committee shall:

  1. Advise the Board of Directors on the appointment of an external auditor, to be appointed at the following Annual General Meeting.
  2. Ensure the independence of the external auditor, including prior approval by the Audit Committee of any proposal of CAUL-CBUA to hire personnel of the external auditor within one year of that person’s involvement with the audit.
  3. Review and approve the scope of the annual audit.
  4. Directly oversee the work of the external auditor, including the resolution of any disagreements between management and the external auditor.
  5. Pre-approve all non-audit services and other audit services to be provided to CAUL-CBUA by the external auditor.
  6. Review all audit planning and year-end documents as well as any other reports submitted by the external auditor.
  7. Review the overall effectiveness of the managerial process for identifying risks affecting financial reporting.
  8. Meet with management and the external auditor to determine the effectiveness of internal controls.
  9. Oversee compliance with material legislative responsibilities.
  10. Review and, if appropriate, recommend the annual audited financial statements for approval by the Board.
  11. Review its mandate, self-assess its performance, and report its assessment to the Board, annually.

Meetings
The Audit Committee shall convene for a minimum of two (2) meetings, annually. Committee meetings are normally held via teleconference. 

Reporting
The Audit Committee is responsible for submitting a written report to the Board on all aspects of the Responsibilities of the Audit Committee at least once per year, and also at such other times and on all such matters as the Board may request. The report should be submitted to the manager for inclusion in the meeting documents.

Communication
The Committee communicates using the CAUL-CBUA or Interuniversity Services Inc. (ISI) teleconference system.

Approved May 2012
Revised and Approved June 14, 2015