Members must also act in accordance with the Senate Code which applies to Senate and Senate committees. In accordance with the Code members must among other things:

• act always in the best interest of the University as a whole, with this obligation to be observed in priority to any perceived duty a member may owe to those electing or appointing him or her
• maintain confidentiality and, except with the approval of the Chair or if required by State or Commonwealth legislation, not divulge information at any time to any person external to the committee.

The Constitution of the Audit and Risk Committee.

This committee operates in accordance with the UWA Principles for the Operation of Committees and UWA Rules for the Operation of Committees . Members must act in accordance with the University Committee Members' Code of Conduct .

Members must also act in accordance with the Senate Code which applies to Senate and Senate committees. In accordance with the Code members must among other things:

‡ act always in the best interest of the University as a whole, with this obligation to be observed in priority to any perceived duty a member may owe to those electing or appointing him or her;

‡ maintain confidentiality and, except with the approval of the Chair or if required by State or Commonwealth legislation, not divulge information at any time to any person external to the committee.

The Senate Charter gives the Senate responsibility, among other things, for the stewardship of the University as an institution of excellence and integrity, for assisting the Vice-Chancellor to maximise the University's performance and for the regular monitoring of that performance. Given that excellent performance is heavily dependent on the existence of sound governance systems, effective policies, and stringent performance monitoring processes, the Senate has a clear role in overseeing these, and has established the Audit and Risk Committee to assist it in this task.

Constitution

1. Committee of the Senate

The Audit and Risk Committee is a committee of the Senate.

2. Role

(1) The role of the Committee is to assist the Senate in fulfilling its responsibilities in overseeing the University's financial reporting and overseeing the University's systems of internal control and its risk management framework. In fulfilling this purpose, the Committee will —

(i) review and assess the University's frameworks which ensure the integrity of the financial statements and reporting, and associated compliance with legal and regulatory requirements;

(ii) review and assess the integrity of the external audit process as a whole;

(iii) review and assess the effectiveness of the systems of internal controls and risk management framework;

(iv) review and assess the performance of the internal audit function;

(v) review and assess the University's compliance with relevant regulatory, legal requirements and contractual obligations and make recommendations to the Senate in relation to each of these areas, where necessary.

3. Responsibilities

(1) Responsibilities of the Committee include —

Integrity of financial statements and reporting

(i) reviewing and recommending to the Senate for approval the annual financial statements. The review will include consideration that the annual financial statements provide a true and fair view of the financial position of the university, and a discussion with management and the external auditors prior to their submission and recommendation to the Senate;

(ii) reviewing the completed annual Financial Reporting, Responsibilities and Requirements Checklist;

(iii) reviewing the appropriateness of accounting policies and principles, as well as critical accounting judgements and key estimation uncertainties, used in the preparation of the annual financial statements;

Engagement with external auditors

(iv) reviewing with management the terms, including the scope, of the external auditor's engagement and approving the audit plans or the University's external auditors, including the degree of coordination between the internal and external audit teams;

(v) reviewing the summary management report prepared by the external auditor, including significant findings and responses of management; and assessing any significant recommendations of the auditors to strengthen the internal controls and reporting systems of the University;

(vi) meeting with the external auditors, without the presence of management, to discuss the quality of the University's accounting principles, material judgements, and any other matters that the Committee or external auditors deem appropriate;

(vii) reviewing, assessing and monitoring management's responsiveness to external audit findings;

Internal controls and risk management

(viii) reviewing management and internal audit reports on the effectiveness of the internal controls, risk management systems and management of material business risks;

(ix) reviewing and assessing the effectiveness of the internal controls which form the University's risk management framework reporting systems and processes for managing risk and controlling their financial impact;

(x) reviewing and assessing the effectiveness of the University's identification and management of material business risks;

(xi) reviewing annually the University's risk Appetite Statement and recommend to Senate;

Internal audit

(xii) reviewing, assessing and approving the appointment of the Internal Auditor for the University and any proposed changes to that appointment, and ensuring the Internal Auditor has direct access to the Committee Chair;

(xiii) meeting with the Internal Auditor without the other members of management being present whenever it is deemed appropriate by the Committee Chair;

(xiv) reviewing the scope and adequacy of the internal audit work plan, including approving the annual audit plan to ensure it is aligned with identified risks of the University and the external audit plan;

(xv) monitoring follow up action in response to internal audit's recommendations and management's agreed action plans;

(xvi) reviewing and assessing the performance and objectivity of the internal audit function;

Legal and regulatory compliance

(xvii) reviewing and assessing the effectiveness and compliance with relevant regulatory and legal requirements and contractual obligations;

(xviii) reviewing and assessing the effectiveness of and compliance with the University's policies;

(xix) obtaining regular updates from the General Counsel regarding any material litigation and the University's compliance with significant statutory requirements;

(xx) overseeing the process for the receipt, retention and treatment of information received under the university's Whistleblower Policy, and procedures for complaints regarding matters relating to audit, financial statements, internal controls, misbehaviour, possible fraud or conduct that is in breach of the university's Code of Conduct;

Other matters

(xxi) holding individual executive sessions with the Chief Financial Officer or other senior management to discuss matters with the Committee, as appropriate; and

(xxii) performing any other duty or undertaking that the Senate may request from time to time.

4. Membership

(1) The Committee comprises:

(i) at least two external members appointed by and from the Senate as follows:

(a) an external member as Chair;

(b) at least one other external member;

(ii) at least two and not more than four external members co-opted by the foregoing.

(2) At the beginning of each year the committee must appoint from among its members an external member of the Senate as Deputy Chair.

(3) Except as set out in (4) an external member is one who does not hold any University position, either paid or honorary and is not a student of the University.

(4) For the purpose of membership of this committee, the Senate may, in exceptional circumstances, determine that a holder of a clinical, adjunct or honorary position is an external member but such a person may not hold the position of Chair or Deputy Chair unless the Senate (in the case of the Chair) or the Committee (in the case of the Deputy Chair) otherwise determines.

(5) The following are standing invitees to meetings of the Committee:

(i) the Chancellor;

(ii) the Vice-Chancellor;

(iii) the Executive Director, Corporate Services;

(iv) a representative of the internal audit contract provider; and

(v) a representative of the Office of the Auditor General.

5. Term of office

The term of office of members is normally three years.

6. Eligibility for a second or subsequent term of office

At the end of a term of office, members are eligible to be reappointed or co-opted again up to a maximum of three terms.

7. Skills and/or qualifications of members

(1) It is desirable that members appointed under 4(1)(i) have a strong financial or business background.

(2) In determining co-options under 4(1)(ii), the Committee —

(i) ensure that co-options provide appropriate expertise identified by the Committee;

(ii) consider issues of conflict, confidentiality and availability; and

(iii) consider co-opting members of the alumni, potential future members of the Senate and former members of the Senate.

8. Quorum

(1) The quorum for the Committee is half the number of members and must include at least one of the members appointed under 4(1)(i).

(2) Members are normally expected to be in physical attendance at meetings but in exceptional circumstances when a member is not able to attend in person, and at the discretion of the Chair, members may participate in the meeting for specific items by electronic means.

9. Decisions

(1) All questions which come before the Committee are decided by a majority of the members present and voting.

(2) The chair of the meeting has an ordinary vote and a casting vote.

10. Frequency of meetings

(1) The Committee will meet at least four times a year.

Approved by the Senate 9 March 2020 – S R03/20 

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