The Audit Committee is appointed by the Board to assist in monitoring the independent registered public accounting firm’s qualifications and independence, the performance of the annual audit, and the compliance with regulatory and legal requirements, and institutional policies by the University. The Audit Committee is accountable to the Institutional Resources and Sustainability Committee of the Board of Trustees.
The Board will appoint at least three trustees to serve on the committee and will select one of these members to serve as committee chair. Each committee member must be independent of management of the institution and free of any relationship that would impair such independence. Members may not receive consulting, advising, or other fees from the institution or any affiliated foundation or entity related to the institution.
The majority of the committee members should have working knowledge of basic financial statements and independent audit practices, and if practicable, at least one member should be a financial expert. A financial expert is someone who has an understanding of generally accepted accounting principles (GAAP) and financial statements and experience with internal control and procedures for financial reporting. Committee may at its discretion recommend to the board that they contract with an attorney or other external expert resources.
The University’s chief financial officer serves as the primary staff and liaison to the committee. The President of the University and the chair of the Board are entitled to attend meetings of the Committee and to participate in all Committee discussions. The administrative assistant for Finance and Operations serves as recording secretary for the committee.
The Audit Committee will meet at least annually with the independent registered public accounting firm to review the audited financial statements and will meet in executive session with the auditors to discuss pertinent matters. The audit committee may request any officer of the University or the University’s outside counsel, independent registered public accounting firm, or consultant to attend any meeting of the committee.
One of the Committee’s principal responsibilities is to keep the Board informed on the University’s financial audit, compliance reporting, and risk management. Committee takes appropriate steps to ensure that all Board members understand the significance of the financial audit and reports as well as underlying assumptions. Committee members have an obligation to become knowledgeable about general higher education audit, compliance, and risk management practices and to ensure that policy discussions conducted at the Board level are informed and transparent.
While the Audit Committee has the responsibility and power set forth in this charter, it is not the responsibility of the Committee to conduct financial audits or determine that the Company’s financial statements and disclosures are complete and accurate and are in accordance with generally accepted accounting principles and applicable rules and regulations. These are the responsibilities of management and the independent registered public accounting firm.
This charter will be reviewed and reassessed periodically by the Audit Committee and Institutional Resources and Sustainability Committee, and any proposed changes shall be submitted to the Board of Trustees for approval.
Adopted and approved, November 2019
The Audit Committee has responsibility to annually review and recommend any proposed changes to the Board of Trustees for approval.