Terms of Reference
The Royal Incorporation of Architects in Scotland (RIAS) has established an Interim Audit & Finance Committee to support RIAS Council in their duties and responsibilities as Trustees for issues of risk, control and governance and associated assurance through a process of constructive challenge.
The Interim Audit & Finance Committee remit will extend to the RIAS Group, which includes the Charitable body and any subsidiaries.
Constitution and Membership
The Interim Audit and Finance Committee has been constituted for a period of one year, and will be reviewed in December 2018. It is anticipated that a permanent appointment of the committee will be required. The following requirements will apply to both an Interim and permanent committee.
- The chair of the (Interim) Audit & Finance Committee will be approved by RIAS Council on an annual basis, or other period to be agreed. The chair should not serve more than four years.
- The membership of the (Interim) Audit & Finance Committee will be approved by RIAS Council and normally in consultation with the chair of the (Interim) Audit & Finance Committee and will comprise:
- Three members RIAS Council.
- Two externally appointed members.
- The (Interim) Audit & Finance Committee will be provided with a secretariat function by RIAS Incorporation staff.
- The (Interim) Audit & Finance Committee will formally report in writing to RIAS Council after each meeting. A copy of minutes of the meeting will normally form the basis of the report.
- The (Interim) Audit & Finance Committee will provide the Council and Accountable Officer with an Annual Assurance report, timed to support finalisation of the management and statutory accounts; the Statement on Internal Control; and the Annual Report. The report will summarise and draw its conclusions from the work internal (Interim) Audit & Finance has done during the year.
- The (Interim) Audit and Finance Committee will provide Council and the Accountable Officer with a report and guidance on proposed expenditure, budget and financial management for the year ahead.
The (Interim) Audit & Finance Committee will advise the Council and Accountable Officer on:
- the strategic processes for risk, control and financial governance.
- the planned activity and results of both internal and external audit function.
- the accounting policies, the accounts, and the annual report of the organisation, including the process for review of the accounts prior to submission for Interim Audit & Finance, levels of error identified, and managements letter of representation to the external auditors.
- the adequacy of management response to issues identified by audit activity, including external audits management letter / report.
- assurances relating to the corporate governance requirements for the organisation including reporting to OSCR;
- proposals for the appointment of Accountant services;
- proposals for tendering for internal or external Interim audit services or for purchase of Audit & Finance services from contractors who provide Interim Audit & Finance services;
- anti-fraud policies, whistle-blowing processes, and arrangements for special investigations; and
- salary benchmarking and review of salary grades to ensure that the staff are being remunerated in line with sector salaries.
The (Interim) Audit & Finance Committee will also periodically review its own effectiveness and report the results of that review to the Council and Accountable Officer.
The (Interim) Audit & Finance Committee may:
- co-opt additional members for a period not exceeding a year to provide specialist skills, knowledge and experience; and
- procure specialist ad-hoc advice at the expense of the organisation, subject to budgets agreed by Council or Accountable Officer and subject to the scheme of delegated authority.
The representatives of Internal Audit and the representative of External Audit will have free and confidential access to the Chair of the (Interim) Audit & Finance Committee.
The procedures for meetings are:
- the (Interim) Audit & Finance Committee will meet four times a year, with a minimum of three meetings per year. The Chair of the Interim Audit & Finance Committee may convene additional meetings, as deemed necessary;
- a minimum of three members of the Interim Audit & Finance Committee will be present, with at least one member of RIAS Council, for the meeting to be deemed quorate;
- (Interim) Audit & Finance Committee meetings will normally be attended by the Accountable Officer, the companys financial advisor/accountant and in line with the audit plan a representative of Internal Audit and a representative of External Interim Audit & Finance as required;
- The (Interim) Audit & Finance Committee may ask any other officials of the organisation to attend to assist it with its discussions on any particular matter;
- the (Interim) Audit & Finance Committee may ask any or all of those who normally attend but who are not members to withdraw to facilitate open and frank discussion of particular matters;
- the Council or Accountable Officer may ask the (Interim) Audit & Finance Committee to convene further meetings to discuss particular issues on which they want the Committees advice.
For each meeting the (Interim) Audit & Finance Committee will be provided with:
- a report summarising any significant changes to the organisations Risk Register;
- a report detailing Council and delegated financial approvals.
As and when appropriate, the Committee will also be provided with:
- a progress report from Internal Audit summarising:
- work performed (and a comparison with work planned);
- key issues emerging from Internal Interim Audit & Finance work;
- management responses to Interim Audit & Finance recommendations;
- significant changes to the Interim Audit & Finance Plan;
- any resourcing issues affecting the delivery of Internal Interim Audit & Finance objectives;
- a progress report from the External Audit representative summarising work done and emerging findings
- proposals for the Terms of Reference;
- the Internal Audit Strategy;
- quality assurance reports on the Internal Audit function;
- the draft accounts of the organisation;
- the draft Statement on Internal Control;
- a report on any changes to accounting policies;
- external Audit management letter / report;
- a report on any proposals to tender for Interim Audit & Finance functions;