HomeMy WebLinkAboutAudit Committee - Terms of Reference - GOV-BOA-066Page 1 of 3 POLICY GOV-BOA-066 AUDIT COMMITTEE - TERMS OF REFERENCE Category GOV - Governance Sub-category BOA - Board & Committee Approval Type COUNCIL Department/Division Finance & Corporate Services, Legislated Services Author and Position City Clerk, Director of Legislated Services Date Approved December 13, 2004 Last Reviewed/Amended November 18, 2024 Next Review Date June 1, 2027 Related Policies or Procedures • Policy Purpose The Audit Committee is a sub-committee of the Finance & Corporate Services Standing Committee which will deal with detailed matters relating to: corporate financial statements; the audit process, general oversight of financial controls/reporting; compliance with financial regulations/policies; and, risk management. Definitions a) “City” means the Corporation of the City of Kitchener; b) “Committee” means the Audit Committee; c) “Council” means the governing body of the City; d) “External Auditor” means an auditor appointed for the City as required by the Municipal Act; e) “Internal Controls” means systems, processes, and procedures developed to: i) Safeguard assets; ii) Ensure the accuracy of the financial data; iii) Promote operational efficiency; and iv) Promote adherence to policies. f) “Mayor” means the chief elected official of the City; g) “Member” means an individual appointed to the Committee; Page 2 of 3 h) “Municipal Act” means the Municipal Act, 2001, as amended; i) “Procedure By-law” means the City By-law which provides the Rules of Procedure for Council and its Committees. Policy Scope Application ☐ Employees (Indicate below which categories apply: All employees, Permanent full-time, Temporary full-time, Continuous part- time, Casual, Probationary, Student, Management, Non-union) • Click or tap here to enter text. ☐ Unions (Indicate below which categories apply: All Unions, CUPE 68 Civic, CUPE 68 Mechanics, CUPE 791, IATSE, IBEW, KPFFA) • Click or tap here to enter text. ☒ Council ☐ Specified Positions: Click or tap here to enter text. ☒ Other: Local Boards and Advisory Committees Policy Content Committee Composition and Reporting. Voting members: • All Members of Council Resources to the Committee, as required: • Internal Auditor • External Auditors • Chief Administrative Officer (CAO) • Chief Financial Officer • Director, Reporting and ERP Solutions The Mayor or Acting Mayor in the Mayor’s absence, shall serve as Chair of the Audit Committee. Meetings will be held quarterly or at the call of the Chair and minutes will be kept by the Clerk or designate who will distribute the minutes to all of Council and the Corporate Leadership Team. All meetings shall be conducted in accordance with Council’s Procedure By-law. The Committee shall report directly to Council. Responsibilities (a) Review audited corporate financial statements annually. (b) Approve internal audit plans annually & provide recommendations for areas of focus and types of audits. Page 3 of 3 (c) Oversee the selection process for the external auditor, including approving the appointment and fees. (d) Approve external audit plans, including consideration of financial risk management issues and the required internal control framework. (e) Provide a forum for discussions with external auditor if and when necessary. (f) Responsible for resolution of disagreements between management and the external auditor (if they arise). (g) Have general oversight of internal controls, financial reporting, and compliance with regulations/policies. (h) Review internal & external audit results & recommendations. (i) Ensure that management has established and is maintaining a comprehensive risk and control framework. Term Concurrent with term of Council (4 years). Frequency of Meetings As required, at minimum quarterly. Results of Review ☐ No Edits Required ☐ Housekeeping Edits ☒ Substantial Edits ☐ Repeal/Replace Policy History Administrative and Housekeeping Changes Date Nature of Change 2016-06-01 I-066 policy template re-formatted to new numbering system and given GOV-BOA-066. Substantial Changes Date Council/CLT Directive 2005-05-16 As per Council/CLT directive. 2011-06-13 As per Council/CLT directive. 2024-11-18 As Per Council/CLT Directive - Report COR-2024-018