Terms of reference for Council committees

AUDIT COMMITTEE

Constitution

The governing body has established a committee of the governing body known as the audit committee, and formally approves its terms of reference.

The Committee and its chairman shall be appointed by Council, with the following specific requirements:

• members will have no executive responsibility for the management of the institution;
• there shall be no fewer than five members; a quorum shall be two members;
• the chairman of Council will not normally be a member of the Committee;
• the chairman of the Committee will normally be a member of Council;
• members should not normally have significant interests in the institution;
• at least one member should have a background in finance, accounting or auditing and the Committee may, if it considers it necessary or desirable, co-opt members with particular expertise;
• no member of the Committee may also be a member of the Finance and Major Projects Committee (or equivalent), unless specifically authorised by the Higher Education Funding Council for England (HEFCE);
• the chairman of Finance and Major Projects Committee, although not a member of the Committee, will be allowed to attend and comment as appropriate.  

Membership of the Committee is for three years and may be renewed. Members should not ordinarily serve on the Committee for more than three terms of office and, where possible, changes in membership should be phased in to provide continuity. 

Other attendees at meetings 

The Chief Financial Officer, the Head of Internal Audit, and a representative of the external auditors shall normally attend meetings where business relevant to them is to be discussed.

At least once a year, the Committee will meet with the external and internal auditors without any officers present. 

Frequency of meetings 

Meetings shall normally be held at least three times each financial year. The external auditors or Head of Internal Audit may request a meeting if they consider it necessary. 

Authority 

The Committee is authorised by Council to investigate any activity within its terms of reference. It is authorised to seek any information it requires from any employee, and all employees are directed to co-operate with any request made by the Committee. 

The Committee is authorised by Council to obtain outside legal or other independent professional advice and to secure the attendance of non-members with relevant experience and expertise if it considers this necessary, normally in consultation with the Accountable Officer (as designated to HEFCE) and/or the chairman of Council. However, it may not incur direct expenditure in this respect in excess of £10,000, without the prior approval of Council.

The duties of the Committee are to: 

• Auditors
  • advise the Council on the appointment of the external auditors, the audit fee, the provision of any non-audit services by the external auditors and any questions of resignation or dismissal of the external auditors; 
  • discuss if necessary with the external auditors, before the audit begins, the nature and scope of the audit; 
  • discuss with the external auditors problems and reservations arising from the interim and final audits, including a review of the management letter incorporating management responses, and any other matters the external auditors may wish to discuss (in the absence of management where necessary); 
  • consider and advise the Council on the appointment and terms of engagement of the internal audit service (and the head of internal audit, if applicable), the audit fee, the provision of any non-audit services by the internal auditors and any questions of resignation or dismissal of the internal auditors; 
  • review the internal auditors' audit needs assessment and the audit plan;
  • consider major findings of internal audit investigations and management's response;
  • promote co-ordination between the internal and external auditors. The Committee will ensure that the resources made available for internal audit are sufficient to meet the institution's needs (or make a recommendation to Council as appropriate);
  •  monitor the implementation of agreed audit-based recommendations, from whatever source; 
  •  monitor annually the performance and effectiveness of external and internal auditors, and to make recommendations to Council concerning their re-appointment, where appropriate; 
• Risk management and control
  •  keep under review the effectiveness of internal control and risk management systems, and in particular to review the external auditor’s management letter, the internal auditors' annual report, and management responses; 
  • review, and to advise Council on, risk management control activity undertaken by the University Executive, with a view to ensuring that the University is managing all forms of risk effectively and adopting best practice in risk management generally;  
  • oversee the institution's policy on fraud and irregularity, including being notified of any action taken under that policy;
  • where appropriate, confirm with the internal and external auditors that the effectiveness of the internal control system has been reviewed, and comment on this in its annual report to the Council; 
• HEFCE
  •  ensure that all significant losses have been properly investigated and that the internal and external auditors, and where appropriate the HEFCE Accountable Officer, have been informed;
  • satisfy itself that appropriate value for money arrangements are in place to promote economy, efficiency and effectiveness. 
  •  satisfy itself that appropriate data quality procedures are in place to ensure major external reports and returns are completed appropriately; 
  • receive any relevant reports from the National Audit Office, the HEFCE and other organisations;
  • ensure governance oversight of the reporting to HEFCE of serious incidents (defined as those that may have, or actually, put the University’s asset, beneficiaries  or reputation at risk);
• Financial statements
  • review and approve the annual financial statements in the presence of the external auditor, including the auditor's formal opinion, the statement of members' responsibilities and any corporate governance statement, including consideration of the internal control systems effectiveness,  risk management statements and any relevant issue raised in the external audit management letter.  

 Reporting procedures 

The minutes (or a report) of meetings of the Committee will be circulated to all members of the Council. 

The Committee will prepare an annual report for the institution's financial year. The report will be addressed to Council and designated officer, summarising the activity for the year. It will give the Committee's opinion on the extent to which Council may rely on the internal control and risk management system and the arrangements for securing economy, efficiency and effectiveness. (This opinion should be based upon the information presented to the Committee). The Audit Committee annual report should normally be submitted to Council before the University’s annual financial statements are signed. 

Secretarial arrangements 

The secretary to the Audit Committee will normally also be responsible for servicing Council (or other appropriate independent individual). 

FINANCE AND MAJOR PROJECTS COMMITTEE                                                                                                            

Membership

The Committee and its chairman shall be appointed by Council, with the following specific requirements:

• a lay member of the Council (in the Chair); 
• three additional lay members appointed by the Council. A quorum shall be two non-ex officio members; 
• the Vice-Chancellor (ex officio); 
• the Chief Financial Officer (ex officio); 
• a non-executive academic member of the Council;
• a sabbatical officer of the Guild of Students. 

Other attendees at meetings 

• The Chair of the Audit Committee attends meetings of the Committee by invitation. 
  
• More generally, academic and administrative officers within the University who are not Committee members may, from time to time, be invited to attend for discussion of items specific to their areas of responsibility. 

Frequency of meetings 

Meetings shall normally be held two times each financial year. Other meetings will be scheduled, as required (for example to consider a major capital investment project). 

Duties

The duties of the Committee are to:

Capital investment

• evaluate and  make recommendations to Council on strategic investment proposals with respect to major capital projects recommended by the University Executive;

• review and monitor delivery against major milestones for such projects, once authorised, and to receive post-implementation reviews;

Financial planning and reporting

• review the annual budgets (including those of the University’s subsidiary companies) ,current year forecasts and performance against budgets agreed by Council, with particular reference to the institutional key performance indicators from time to time in use;

• note the Guild of Students budget and report to Council on the level of financial support to be given by the University to the Guild of Students;

• report on the financial plans for HEFCE and confirm that the requirements of the Financial Memorandum with HEFCE to maintain financial solvency are met ;

• advise Council on actions required to ensure the financial viability of the University and financial issues that underpin the achievement of the University’s strategic objectives;

• advise Council on matters relating to the borrowing of funds and the purchase or mortgaging of property, within any limits from time to time prescribed by Council;

• ensure that the University’s investments, including trust funds, gifts and bequests are managed in a proper manner; 

Pensions

• consider and to report to Council on: matters pertaining to the financial performance of the Aston University Pension Scheme (AUPS), including the provision of any such advice and support to the AUPS Trustees considered necessary in accordance with agreed employer obligations and corporate governance requirements;

Other

consider and to report to Council on:

• the range of skills (in so far as they relate to finance and major projects) which the University should seek to find in its Lay Class of Council membership and among lay members of the Committee;

• any recommendations concerning the formation, expansion and/or dissolution of the University’s subsidiary companies,

• any other matters as directed by Council;

• reports of any ad-hoc working parties appointed from time-to-time by the Committee, and on any action which the chairman of the Committee may consider it necessary to take on the Committee’s behalf. 

Reporting procedures 

The minutes (or a report) of meetings of the Committee will be circulated to all members of Council. 

NOMINATIONS COMMITTEE 

Terms of Reference

To consider nominations for, and to recommend to the Council, appointments to be made in Class 2 of the Council membership (lay), at least one of which shall be held by a graduate of the University. 

To consider any other matters as directed by the Council. 

Membership

The Guide for Members of Governing Bodies states that “Governing bodies should establish a Nominations Committee to seek out and recommend new lay/independent co-opted members to the appointing body. The Nominations Committee at Aston operates with the following membership: the Pro-Chancellor, three other lay members appointed by the Council, the Vice-Chancellor and at least one senior member of the academic staff, and is serviced by the Deputy University Secretary. 

REMUNERATION COMMITTEE

Terms of Reference 

The Remuneration Committee has responsibility for determining, on behalf of the Council, the salaries and terms and conditions of the Vice-Chancellor and the Executive Team, and for taking an overview of senior staff remuneration more broadly. 

Membership  

The Pro-Chancellor (in the Chair) 

The Deputy Chair of the Council 

The Chair of the Finance and Major Projects Committee 

The Vice-Chancellor (for matters excluding own salary/terms and conditions) 

An additional lay member appointed by the Council

The Director of Human Resources is Secretary to the Committee. 

STRATEGY REVIEW COMMITTEE 

Terms of Reference 

To contribute to, oversee and evaluate the draft University Strategy prepared by the Executive, and subsequently, on behalf of the Council and Senate, to review and monitor the agreed Strategy, with particular reference to the needs: 

• to integrate the strategic, academic and resource-related aspects of the planning process; 

• to identify, develop and implement strategic key performance indicators to enable the Council to monitor the University’s performance. 

To examine and monitor institutional ‘sub-strategies’ for all Schools, Departments, subsidiary companies and activities which underpin the overall University Strategy. 

Membership 

The annual Strategy Away-day for all members of the Council and Senate will constitute a substantive meeting of this Committee. A smaller sub-group or groups, including non-Executive Council and Senate members, will be appointed at the 2008 Away-day, with responsibility for undertaking, on behalf of the Committee, any work at a greater level of detail than would be possible at the annual Away-days, or than either the Council or Senate, as appropriate, would be in a position to do.