Audit & Risk Assurance Committee

1. Purpose

1.1         The Audit and Risk Assurance Committee is a Committee of the Board and is responsible for carrying out the duties set out in the terms of reference. Subject to any restrictions prescribed by the Act or the Rules of the ARB, the Committee is authorised by the Board to determine any matter within its terms of reference.   The Committee supports the Board and ARB’s Accounting Officer in their responsibilities for risk management, control and governance by reviewing and challenging the comprehensiveness, reliability and integrity of assurances.

2. Duties

The Committee will:

2.1         Review the findings of the Annual Audit from the External Auditors and report to the Board on the process and outcomes

2.2         Provide advice to the Board regarding the risk management strategy, internal and governance controls

2.3         Scrutinise, monitor and provide assurance to the Board in relation to risk management and internal controls

2.4         Agree the organisation’s, accounting policies, Fraud and Bribery, Whistleblowing and Data Protection Policies

2.5         Appoint, reappoint or remove the external auditors, internal auditors and investment broker

2.6         Review the risks relating to the ARB’s investments

2.7         Agree the annual internal and external audit programme.

2.8         Receive Internal audit reports and review the actions taken by management to implement the recommendations.

2.9         Review, annually the Committee’s adherence to its terms of reference and provide regular reports to the Board.

2.10       Collectively discuss and identify any development needs that may arise on an annual basis.

3. Authority

3.1         The Board and ARB’s Accounting Officer authorise the Committee to investigate any activity within its terms of reference and to access any records, staff and physical properties deemed necessary to assist the Committee to carry out its duties.

3.2         The Committee can where necessary, decide to obtain, in consultation with ARB’s Accounting Officer and/or the Board Chair, external professional advice on any particular issue.

3.3         The Chair of the Committee shall, where necessary, have confidential access to the ARB Accounting Officer and/or the Director of Resources.

4. Membership

4.1         The members of the Committee shall be appointed by the Board and shall consist of

• • Two lay and two architect Board members. One of the lay members will be appointed as Chair.
  • One additional external member to supplement the Committee’s skills base and/or provide an additional independent perspective.

4.2        The Chair of the Committee should have recent significant and relevant financial and/or audit qualifications and experience.

4.2        Regular attendees at the Committee will include:

• • ARB Chief Executive and Registrar/Accounting Officer
  • Director of Resources
  • Finance Lead
  • Risk Lead
  • External Auditors
  • Internal Auditors
  • Other members of the staff (on invitation)
  • Minute taker

4.4         The Committee may ask any other member of staff, or such others as may be appropriate, to attend to assist it with its discussions on any particular matter.

5. Quorum

5.1       The quorum of the Audit and Risk Assurance Committee shall be three members of the Committee.

6. Meetings and Procedures

6.1       The Committee will normally have at least four scheduled meetings per year. These should align with key points in the financial and governance calendar.

6.2       The Internal Auditors and/or External Auditors will normally be invited to meet with the Committee in private as well as attend for items where required as part of the agenda.

6.3       External auditors or internal auditors may raise any issues directly with the Chair of the Audit and Risk Assurance Committee or request a meeting with the Committee at any time.

7. Reporting Requirements

7.1       A draft of the minutes will normally be circulated to the Chair of the Committee for initial approval within five working days of the meeting taking place. The Chair will normally approve the draft minutes within a further five working days. The Chair-approved minutes will then be circulated to members of the Committee (and any attendees as appropriate) as a draft before they are presented at the next Committee meeting for formal approval. The minutes will be presented for noting at the next Board meeting whether they are draft or have been formally approved by the Committee.

7.2       The Chair of the Committee will provide an annual report on the Committee’s work to the Board including a statement on the control environment. The Committee’s duties and activities will be disclosed in the Annual Report and Accounts.

7.3       The Chair of the Committee, or nominated alternate, will attend the Sponsoring Government Department’s forum of Audit and Risk Assurance Committee Chairs.

8. Papers and Agendas

8.1       The Executive shall circulate the agenda and papers no less than five working days before each meeting.

9. Declarations and Conflicts of Interest

9.1        Declarations of Interest must be made in line with ARB’s Declarations and Conflicts of Interest Policy. In line with ARB’s policy, any member or attendee of the Committee who becomes aware of a potential conflict of interest, relating to matters being discussed by the Committee, must give immediate notification of that interest to the Governance Team if they become aware of it prior to the meeting; or must notify the interest at the meeting if they become aware of an interest once the meeting has commenced in line with ARB’s policy.

Approved by ARB Board

7 December 2022

Committee Members