Responsibilities of the Committee
The Audit and Risk Committee (ARC) supports the Board and Accounting Officer by ensuring that governance, risk management, internal controls and the integrity of financial statements are comprehensive and fit for purpose.
The Committee will assist the Accounting Officer and the Board in helping to formulate assurance requirements by providing an independent view and targeting those areas the Committee considers at greatest risk.
Specific responsibilities of the Committee set out below:
Governance and assurance
- provide a challenge to and seek assurance from the three lines of defence
- advance best practice governance within the Agency and provide challenge to support this objective
- advising and scrutinising the Agency’s implementation of Corporate Governance Policies
Risk management
- ensuring that policies and reporting relating to risk are adequate for the assessment, management and assurance of risk
- reviewing the strategic risk register and providing challenge, advice and feedback in line with the risk appetite defined by the Board
- reviewing the policies relating to Anti-Fraud and Corruption, Business Continuity and receiving updates on these areas
Internal and external audit
To seek progress reports from the Chief Internal Auditor addressing the issues below and challenge appropriately to gain assurance on:
- the internal audit plan including work performed, compared with work planned
- key issues and themes emerging from the work
- management responses to audit recommendations
- to seek progress reports from the National Audit Office (NAO) summarising work completed and emerging findings
- advise on adequacy of management response to issues identified by audit activity, including external audit’s management letters
- approve the programme of work for Internal and External Audit
- review the Chief Internal Auditor’s Annual Opinion and Reports.
Financial assurance
- lead the assessment of the Governance Statement on behalf of the Board, which is included in the Annual Report
- support the Board and Accounting Officer by reviewing the Annual Report and Accounts.
Membership of the committee is as follows:
- Non-Executive Board Member (Chair)
- Non-Executive Board Member
- Independent ARC* member (*sits on ARC only not a member of ATE Board)
Additional attendees include:
- Accounting Officer (Chief Executive Officer)
- Chief Operating Officer (also acting as Finance Director)
- Head of Finance and Corporate Services
- Lead Internal Auditor
- Representative(s) from the NAO
- Secretariat
Working arrangements
The Committee will meet four to six times a year, compatible with the cycle of reporting and accounts. More frequent meetings and/or alternative dates may be necessary during some parts of various reporting cycles.
The Board or Accounting Officer may ask the Committee to convene further meetings and carry out further work on particular issues on which they require the Committee’s advice.
The Chair of the Committee may convene meetings with members only, i.e. without normal additional members, to facilitate open and frank discussion of matters if he/she considers it necessary.
A minimum of the Chair and one other member of the Committee will be present for the meeting to be deemed quorate.
Members of the Committee may be asked to absent themselves for discussions where there could be a real or perceived conflict of interest. Upon a conflict of interest being noted, this should be discussed with the Chair and Chief Operating Officer.
The Chair of the Committee will:
(A) have free and confidential access to the Agencies Chief Internal Auditor and NAO
(B) have the option to hold a closed session prior to the main meeting with the Accounting Officer, and
(C) be able to hold meetings with Internal Audit and NAO where necessary.
The Committee will formally decide during the meeting what issues they recommend the Chair should escalate to the Board and/or Accounting Officer.
Information requirements
For each meeting the Audit and Risk Assurance Committee will be provided with:
- a report summarising any significant changes to the organisation’s strategic risks and a copy of the strategic/corporate Risk Register
- a progress report from the Head of Internal Audit
- a progress report (written/verbal) from the External Audit representative summarising work done and emerging findings
As and when appropriate the Committee will also be provided with:
- proposals for the terms of reference of internal audit / the internal audit charter
- the Head of Internal Audit’s Annual Opinion and Report
- the draft annual report and accounts, including an account of changes to accounting policies
- external Audit’s management letter
- the Risk Management strategy
- management assurance reports
Secretariat
The ATE Secretariat is responsible for supporting ARC. They will send out meeting papers at least five working days before the meeting and minutes will be sent to the Chair within 5 days for clearance.
The Secretariat will make the necessary arrangements for the meeting including:
- co-ordinating the agenda
- commissioning and circulating papers
- maintaining an accurate forward look, action log and out of committee paper list
- informing the Chair of the views of any absent members submitted in advance
- working with the Agency to ensure papers are of the required quality (including providing a clear reason for coming to the Committee)
Relationship with other committees
The Board: The ARC is a sub-committee of the Board and will formally report to the Board after each meeting.