These Standing Orders set out how the Audit and Risk Assurance Committee (ARAC) will conduct its business. In the absence of any specific provision, the Standing Orders of Council apply.
1. Membership and Officers
1.1 There shall be a maximum of six members of whom four must be lay members of Council, appointed by Council, and two must be external appointed members, who are not members of Council but are appointed by Council.
1.2 The Chair of the Committee shall be a lay member of Council appointed by Council.
1.3 At least one of the members of ARAC will have recent and relevant experience in accounting or auditing.
1.4 In order to ensure independence and objectivity, the Vice-Chancellor, the Chair of the Council, the Chair of the Finance Committee and senior members of staff of the University are not eligible for membership of ARAC.
1.5 No members of ARAC may also be a member of the Finance Committee.
1.6 The Secretary of ARAC will be the Secretary to Council or other appropriate independent individual.
2. Attendance and Quorum
2.1 In the absence of the Chair, the Secretary will arrange a vote to determine the lay member of Council who will take the Chair.
2.2 ARAC members should make every endeavour to attend all meetings. When they are unable to attend a meeting, their apologies should be submitted in advance to the Secretary together with any comments on the agenda papers so that these may be shared at the meeting.
2.3 The quorum for an ARAC meeting is two, one of whom must be a lay member of Council.
3.1 ARAC should hold a minimum of five ordinary meetings each year, the dates of which will be published before the start of the academic year.
3.2 The External Auditors or Head of Internal Audit may request a Special meeting to consider any urgent or unforeseen business. Special meetings must take place no sooner than 48 hours and no longer than 14 days after notice of the meeting has been issued to the Secretary.
3.3 At least once a year ARAC will meet with the external and internal auditors without any Officers present.
4.1 Voting normally by show of hands on the basis of simple majority, except for amendment of Terms of Reference, which require a two-thirds majority and approval by Council.
4.2 Minutes are reported to Council and are published on the University's website. A copy of the minutes is provided to Finance Committee for information.
5. Authority and Resources
5.1 ARAC is authorised to seek any information it requires to undertake its duties from any employee, and all employees are directed to co-operate with any request made by the Committee.
5.2 ARAC is authorised by Council to obtain outside legal or other independent professional advice and to secure the attendance of non-members with relevant experience and expertise if it considers this necessary, normally in consultation with the Vice-Chancellor and President and/or Chair of Council. However, all direct expenditure in this respect is subject to the limits set out in the University Scheme of Delegation.
6. Amendments to Standing Orders
6.1 Amendments to Standing Orders can be made by a simple majority of members and recommended to Council for approval.
6.2 Amendments to Standing Orders do not take effect until the next meeting following Council approval.
6.3 The Standing Orders of ARAC should be considered at the first meeting of each new academic year.