Audit and Risk Committee Terms of Reference

Reporting Arrangements

1. The Audit and Risk Committee (ARC) is accountable to and reports to the Board of Trustees (BOT).

Purpose and Scope

1. The ARC is a sub-committee of the BOT and has been delegated authority, to provide advice and assist the Board with all risk management and finance matters.
2. The primary role of ARC is to assist the BOT with risk management of the School via the establishment of a risk management framework, and oversight of implementation and review of the effectiveness of the risk management framework and plans in identifying and managing risks. This includes financial and quality/compliance audits.

Responsibilities

1. Oversee the development of a risk management framework and review risk management plans quarterly, including academic risk, and monitor and report on outcomes.
2. Provide advice on policies and procedures pertaining to risk management, quality assurance and compliance, and their effectiveness.
3. Oversee and advise on financial administration and management, including exposure to fraud and mismanagement.
4. Oversee and schedule financial audits (internal and external), and report on outcomes.
5. Provide advice to the BOT: on compliance with relevant legislation and regulations; key risks that may impact the School; and advise on proposed mitigation of such risks.
6. Oversee internal quality audits and resulting continuous improvement plans.
7. Evaluate and advise on succession plans for the Senior Executive and all key management and academic personnel.
8. Seek to obtain information as necessary to fulfil the Committee’s role, including the right to obtain information and interview personnel with or without management being present.
9. Monitor compliance with Consumer Protection Law through regular auditing of the School’s information sources to prospective students, student offers and contracts, refund processes and complaint handling and report to the Board any lapses in compliance or recommended actions to mitigate risk of compliance.
10. Seek advice from external consultants or specialists, where necessary.
11. Ensure that funds are used for purpose and securing value for money.

Membership

1. ARC members will be appointed by the BOT and shall consist of not more than five persons with expertise covering financial literacy, audit and accounting, risk management, quality assurance, higher education regulation and compliance, and comprising:
   1. a majority of independent or external members including:
      1. At least one (1) independent director
      2. At least two (2) external advisors nominated by the BOD, with relevant technical knowledge, and an understanding of the higher education sector
2. The School’s external auditor, will attend meetings at least annually, and otherwise as required
3. Directors and the internal auditor, may be invited to meetings by invitation of the ARC’s Chair but will have no voting rights
4. The School’s Accounting Officer will attend meetings at least annually, and otherwise as required
5. The Chair of the BOT may not be a member of this Committee
6. The Chair of the ARC will be an independent director appointed by the BOT.

Term of Office

1. Independent and external members shall serve for one (1) year in the first instance and be eligible for reappointment for up to two (2) years.
2. Casual vacancies shall be filled by invitation of the BOT and shall serve only the remaining period of the member they replace.

Resignations and Removal from Office

1. A member may resign from his/ her office by notice of resignation in writing to the ARC Chair.
2. The ARC may remove a member from office for breach of a duty set out above in the “Responsibilities” section, including the inability of the Director to meet ‘Fit and Proper Persons Requirements’ as required by the OfS as detailed in the Constitution. The removal from office may be effected only at a meeting of the ARC of which notice (including notice of the motion that the director concerned be removed from office for breach of duty) was duly given.
3. The motion for removal must not be put to the vote of the meeting unless the member concerned has been given a reasonable opportunity to reply to the motion at the meeting, either verbally or in writing.
4. If the member to whom the motion for removal refers does not attend the meeting, a reasonable opportunity to reply to the motion is taken to have been given if notice of the meeting has been duly given.

Meeting Frequency and Quorum

1. The ARC will meet at least twice (2) times a year. Meetings may be face-to-face, electronic or combination of face- to- face and electronic meetings.
2. No business may be transacted unless there is a quorum of half of the number of members (not including casual vacancies).

Secretary of the Committee

1. The Chair in consultation with the Director of Operations shall appoint a member of administrative staff to be the Secretary for the ARC.