Governance > Terms of Reference > Board Committees > Finance, Audit & Risk Sub Committee -Terms of Reference
Authorised by Board of Directors
Revised Date: 27 November 2024
Purpose
The Finance, Audit & Risk Committee (Committee) is a formally constituted committee of the Board and as such reports directly to the Board of Kyeema. The Committee supports the Board in ensuring the integrity of Kyeema’s systems of financial management, risk management and compliance with the requirements of governments and funding bodies as well as overseeing financial stability of the organisation.
Role of the Committee
The purpose of the Committee is to:
•Assist the Board in overseeing Kyeema’s financial governance and monitoring of its financial management.
•Monitor achievement of organisation goals and business targets.
•Monitor and review the performance of the organisation with regard to legal, ethical, governance and disability service standards.
•Assist the Board in overseeing the effectiveness of Kyeema’s risk management framework and compliance environment.
•Monitor the performance of management in managing key risks and ensuring compliance with all regulatory requirements and Kyeema policies.
•The Chair, or the Committee through the Chair, shall have the right to seek external information/advice and assistance from other persons as necessary.
Power
The Committee is established by the authority of the Board to fulfil the above purpose. The Committee does not have any delegated powers.
Responsibilities and Functions of the Committee
Finance
The Committee will:
•Conduct initial review of financial planning aligned with strategic plans and make recommendations for approval to the Board.
•Maintain oversight of the financial reporting process to ensure the transparency and integrity of published information, the financial accounts and statements from Kyeema
•Monitor the effectiveness of Kyeema’s internal financial controls and the systems used to identify and manage business risks
•Ensure budgets, plans and strategies are developed and regularly monitored to ensure accountability, efficiency and Kyeema’s long term viability
•Oversee financial reporting, including the preparation of the Annual Financial Report and its distribution to the community
•Have unrestricted access to management, employees and information it considers relevant to their responsibilities.
•Review the annual written attestations provided by the Chief Executive Officer and the Finance Manager that Kyeema’s financial reports present a true and fair view of Kyeema’s financial position and that all material risks have been disclosed to the Board
•This authority does not require Committee members to personally conduct accounting, audit or risk reviews or investigations. The Committee members are entitled to rely upon Kyeema’s management on matters within their responsibility and on internal and external professionals on matters within their areas of expertise.
•Ensure the integrity of the independent audit process including reviewing the appointment of the financial auditors, assessing auditor’s performance and meeting with the auditor annually to facilitate communication should the auditors have any queries or concerns
•Discuss with the external auditor any audit problems encountered in the normal course of audit work, including any restriction on audit scope or access to information
•Ensure that significant findings and recommendations made by the external auditor and management’s proposed response are received, discussed and acted upon appropriately
Audit and Compliance with legal and ethical standards
The Committee will:
•Review and make recommendations regarding Kyeema’s risk management policies and procedures
•Respond to Board’s requests for information about or investigation of specific issues.
•Monitor Kyeema’s compliance under accreditation standards
•Monitoring compliance with Kyeema’s work place health and safety program
•Review and monitor any quality improvement plans – financial, risk, compliance
•Consider the major findings of all service audit reports and review management’s response in terms of content and timelines
Risk Management
The Committee will:
•Ensure that Kyeema has an effective and appropriate risk management framework that complies with Australian Standard ISO 31000:2018.
•Monitor the effectiveness of the risk management system to ensure it is able to identify potential problems before they occur so that actions may be taken to mitigate adverse impacts on the organisation’s objectives
•Review risks reported by senior management during regular reporting to the Board
•Review the Risk Management Register at least quarterly to ensure current risks are mapped and managed.
Membership
The Committee shall be appointed by the Board and will comprise a minimum of two members of Board. The Chair of the Board, if not a member of this Committee, may attend as an ex-officio member but in that case may not preside as Chair of the Committee.
The Board can appoint up to two independents to this Committee as required. Due to the responsibilities of the Committee each member must be financially literate and at least one must have accounting or related financial expertise.
The CEO or delegate and Kyeema’s Finance Manager will attend meetings but do not have a vote.
Other persons, both internal and external, may be invited to attend Committee meetings at the request of the Chair to provide advice and assistance.
Committee positions are reviewed annually in consultation with the Board, however where possible, committee members will remain on that committee for a term of office three years.
Meetings
The Committee will meet a minimum of six times a year.
Extra meetings may be held as required and as requested by the Board.
Meetings will be held in a manner that allows all attendees to participate and simultaneously communicate with the Committee. This includes in person, via teleconference, videoconference or any other enabling technology.
Chair
The Chair of the Committee must be a director.
Secretary
The Board Secretary, will be the secretary of the Committee with the responsibility of:
•Preparing agendas and issuing notices for meetings in conjunction with the Chair of the Committee
•Ensuring all documentation for discussion or comment is attached to the agenda before distributing
•Distributing the agenda at least one week prior to the meeting
•Taking notes of proceedings and preparing the minutes of the meeting for circulation
Meeting Records
The secretary will prepare meeting minutes and distribute them to Committee members within two weeks.
Committee meeting records including minutes, recommendations, and relevant accompanying documents will be made available to directors prior to the subsequent Board meeting.
Meeting records will be kept in line with Kyeema’s document management procedures.
Quorum and decision making
A quorum of at least two directors must be present for the meeting to proceed.
If the Committee chair cannot attend the meeting a deputy chair must be nominated.
Decisions made by the Committee will be made by voting members. Non-voting members attending the meetings will provide information or advice to support Committee discussion and decisions, but not actually vote towards decisions.
Committee decisions will be by consensus however should this approach fails, a majority vote of voting members will apply. In the event of equal numbers, a casting vote by the Chair will decide the matter.
Reporting
The Committee reports to the Board and minutes of Committee meetings will be included in the Board agenda papers.
Review
These terms of reference will be reviewed as required but not more than every two years.