Appendix 2: Terms of reference of the Acas Council Audit committee
The Accounting Officer and Acas Council have established an Audit Committee to support and challenge the Chief Executive of Acas in his or her responsibilities for issues of risk, control and governance, finance and associated assurance. The Audit Committee is an advisory body with a scrutiny role.
Terms of Reference
A representative from each of the tripartite elements of the Council will be members. Committee membership will be reviewed by the Acas Council biennially. Where there is no specific finance expertise among the Council members then the Chair of the Audit Committee may invite a suitably qualified independent external person to sit as a member of the Committee.
The Accounting Officer, Director and Assistant Director of Finance, representatives from Internal Audit, External Audit (National Audit Office) and the sponsor Department will normally attend each meeting. Others may be invited to attend when the agenda covers specific business areas and their expertise is required.
The Audit Committee will normally meet four times a year. The Chair of the Audit Committee may convene additional meetings as deemed necessary. A minimum of two members of the Audit Committee will be present for the meeting to be deemed quorate.
The Audit Committee may ask any other officials to attend to assist it with its discussions on any particular matter and is authorised to obtain independent professional advice if it considers this necessary.
The Audit Committee may ask any or all of those who normally attend but who are not members to withdraw to facilitate frank and open discussion of particular matters.
The Accounting Officer (or Council) may ask the Audit Committee to convene further meetings to discuss particular issues on which they want the Committee's advice.
At the request of either the Audit Committee or the representatives of Internal or External Audit, closed sessions may be held before Committee meetings to discuss matters privately without the Executive being present.
For good governance purposes, papers for the Audit Committee will be submitted in a timely fashion.
The Head of Internal Audit and the representative of External Audit will have free and confidential access to the Chair of the Audit Committee.
The Chair of the Audit Committee will formally report to the Council after each meeting. The Acas Executive Board will consider the work of the Audit Committee annually.
The specific duties of the Audit Committee will be to:
review corporate governance assurances including Acas' systems for the assessment and management of risk, the Statement of Corporate Governance and monitoring arrangements for maintaining standards of business conduct and probity
review the accounting policies and accounts including the process for review of the accounts prior to submission for audit, levels of error identified and management's letter of representation to the external auditors
consider the planned activity and results of both internal and external audit work consider the adequacy of management's response to issues identified by audit activity, including external audit's Management Letter
the Chair of the Audit Committee will convene a scrutiny panel for the review of Directorates' Governance returns annually
the Audit Committee will review these Terms of Reference annually
Review of Effectiveness
Each year the Audit Committee will review its effectiveness and consider appropriate training needs.
These Terms of Reference will reviewed annually in line with good corporate governance practice.
Programme of work
The Audit Committee will meet in May, July, October/November and January/February of each year.
The May meeting will:
Consider Internal Audit opinion for the financial year just finished;
Scrutinise the Accounts for the year just finished prior to their submission for external audit;
Receive feedback from the Corporate Governance Challenge Panel; and
Consider the results of the Accounting Officer's review of the effectiveness of the system of internal control in relation to the Statement of Corporate Governance and comment on the consequent draft statement prior to submission for external audit.
The July meeting will:
Consider the NAO Audit Completion report, and if content, ask the Accounting Officer to submit the Annual Report and Account for publication; and
Review the Internal Audit progress report against the work plan for the year.
The Autumn meeting will:
Consider mid year report on emerging findings from Internal Audit;
Receive an update on fraud and error;
Review the NAO management letter for the previous year and the progress made on implementing the recommendations therein; and
Consider the NAO Planning report and strategy for the coming year.
The Winter meeting will:
Advise on the Internal Audit strategy and draft work plan for the coming year;
Re-visit emerging findings from Internal Audit and review actions in response to the External Audit management letter for the previous year;
Consider the Committee's own effectiveness in its work and review the Committee's Terms of Reference;
Receive the External Audit report of results of interim audit; and
Review Internal Audit's finalised work plan for the year just begun
Standing agenda items
Minutes of last meeting;
Review of Action Points log (including Internal and External Audit recommendations);
Risk Report; and
Each meeting will review specific Internal Audit assignments which have been completed at each meeting.
This programme of work will be reviewed annually.