Terms of reference – Acas Audit, Risk and Assurance Committee

Purpose

The Accounting Officer and Acas Council have established an Audit Committee to support and challenge the Chief Executive of Acas in their responsibilities for issues of risk, control and governance, finance and associated assurance. The Audit Committee is an advisory body with a scrutiny role.

Membership

Each of the tripartite elements of the Council will be represented. Committee membership will be reviewed by the Acas Council biennially. Where there is no specific professional finance expertise among the Council members, the Chair of the Audit Committee will invite a suitably qualified independent external person to sit as a member of the Committee.

Attendance

The Accounting Officer, Director of Finance and Governance, the Financial Controller and of the Heads of Management Accounting and Financial Accounting, representatives from Government Internal Audit Agency (GIAA), National Audit Office (NAO) 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. 

Meetings

The Audit Committee will normally meet four 4 times a year. The Chair of the Audit Committee may convene additional meetings as deemed necessary. A minimum of 2 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 matter and is authorised to obtain independent professional advice, at the expense of the organisation, 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 specific 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 Government Internal Audit Agency or external National Audit Office auditors, closed sessions may be held before committee meetings to discuss matters privately without the Executive being present.

Papers for the Audit Committee will be circulated to members and attendees no later than 5 working days before the meeting is to be held.

Access

The Head of Government Internal Audit Agency and the representative of the National Audit Office will have free and confidential access to the Chair of the Audit Committee.

Reporting 

The Chair of the Audit Committee will formally report to the Council annually if significant issues arise. The Acas Executive Board will consider the work of the Audit Committee annually.

Duties 

The specific duties of the Audit Committee will be to:

• review corporate governance assurances including Acas's systems for the assessment and management of risk, the governance statement 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, and 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

Ethics and integrity

Members of the Audit Committee will discharge their duties professionally, with due diligence and efficiency and to the best of their abilities, and shall, at all times, maintain an attitude consistent with the values of Acas.

They will act ethically and with integrity in all matters.

Committee members will adhere to the Acas's policy on conflicts of interest, and will:

• review before each meeting whether there are any interests which may conflict with their duties as members of the Committee and, if so, disclose them to the Chair and Acas Secretariat

• be asked by the Chair of the Committee at each meeting to confirm they have carried out such a review and made such disclosure

• not participate in any activity of the Committee in which they believe they have a conflict or possible conflict of interest without the consent of the Chair of the Committee and Acas Secretariat

Review of effectiveness

Each year the Audit Committee will review its effectiveness and consider appropriate training needs.