HEFCE Audit Committee
Further information
The Higher Education Funding Council for England (HEFCE) aims to create and sustain the conditions for a world-leading system of higher education which transforms lives, strengthens the economy, and enriches society. For more about HEFCE please see our website at http://www.hefce.ac.uk/about/
At a time of continuing change in the higher education sector, we wish to strengthen our Audit Committee by appointing an independent member with significant experience of working in the higher education sector at a senior level. The full person specification is attached at Annex A
The Committee supports both the Board and the Chief Executive as Accounting Officer, by giving them independent assurance about internal control, risk management and corporate governance. The Committee’s remit includes both HEFCE and those institutions and bodies that receive HEFCE funding. The terms of reference are attached at Annex B. A copy of the Committee’s 2014-15 Annual Report to the HEFCE Board is available at Annex C.
We welcome applications from under-represented groups including women, disabled people and people from an ethnic minority background. A fee for attendance at meetings and expenses can be claimed. There are no application forms but we invite candidates to submit a one-page application statement which addresses the person specification. Applicants are requested to complete the equal opportunities monitoring form which accompanies this further information pack.
Applications should be emailed to by midnight on 31October 2015.
Shortlisted candidates will be contacted by 13 November 2015. Interviews will take place in London in late November/early December 2015.
Annex A
Audit Committee recruitment:
Person Specification
Skills and experience
Essential
· Current knowledge and experience of a range of governance and risk management activities in the higher education sector.
· Knowledge and experience of the assurance and regulatory processes operating within higher education institutions and, in particular, the role of the audit committee.
· Extensive experience of working in high-level multi-disciplinary groups and / or non-executive roles.
Desirable
· Experience in one or more of the following areas:
- Accountancy, audit and financial management
- Assurance, risk management and internal audit
- Regulation within the public or private sector.
· Understanding of the current and future issues and risks facing higher education in England.
· Understanding of the framework of public accountability to Parliament including the Treasury/PAC/NAO.
· Knowledge of developments in corporate governance & risk management.
Availability
· Able to prepare for, attend and participate in four meetings a year, usually in London.
· Able to take an active part in the work of the Committee, both in meetings and by email.
· Able to attend HEFCE-organised and other relevant events on an ad hoc basis.
Annex B
HEFCE Audit Committee terms of reference
1. The HEFCE Board has established a permanent standing committee known as the Audit Committee.
Purpose
2. The purpose of the committee is to advise and support the Board and the Accounting Officer by giving them independent assurance as to the effectiveness of the Council’s internal control, corporate governance, risk management and value for money (VFM) systems and processes, and the committee will report formally on these annually. In particular, the committee will review the Council’s audited accounts, including the Governance Statement, and make recommendations to the Board, before the accounts are approved. Consistent with HEFCE’s responsibilities in the higher education sector, this remit extends to assurance to the Board about internal control, corporate governance, risk management and VFM in respect of all organisations grant funded and/or regulated by HEFCE, including higher education institutions, further education colleges and related bodies (‘funded institutions’).
3. Except where explicitly delegated otherwise, the audit committee does not make binding decisions in its own right: the committee’s purpose is to assist the Board and the Accounting Officer in discharging their responsibilities.
Authority of the committee
4. In discharging its duties, the Audit Committee is authorised by the Board to:
a. Investigate any activity within its terms of reference or referred to it by the Board and is authorised to seek any information it needs from:
i. Any HEFCE employee, and all employees are directed to co-operate with any request made by the committee.
ii. Internal and external auditors and others with whom it has an accountable relationship.
b. Obtain independent professional advice and to secure the attendance of outsiders with relevant experience and expertise if it considers this necessary.
Duties of the committee
5. The duties of the Audit Committee are to:
a. Consider and advise the Board and the Accounting Officer on the adequacy and effectiveness of, and good practice in, corporate governance, risk management, internal control arrangements and VFM within the Council and in funded institutions through monitoring and/or reviewing:
i. The mechanisms (principles and approach) adopted by HEFCE for the assessment and management of its own current and future risks. This includes a cyclical report from each Directorate on the key risks in their area and actions being taken to mitigate these and other generic risks.
ii. The robustness of the operation of the institutional risk system undertaken by HEFCE for the assessment and management of risk and internal control issues associated with HEFCE funded and/or regulated institutions and related bodies.
iii. The scope, resourcing and effectiveness of the Council’s Assurance and Internal Audit services, including advising on the appointment of the heads of both services.
iv. The Council’s accounting policies and annual financial statements, including both the ‘hard close’ accounts and final audited accounts, the NAO management statement and HEFCE response, and the Governance Statement.
v. The strategy, remuneration and performance of the National Audit Office (NAO) for the audit work undertaken on the annual accounts.
vi. The strategy and planned activity, on an annual basis, of internal and external audit designed to (inter alia) assess the systems operated by the Council and funded and/or regulated institutions to achieve effective internal control and risk management.
vii. The results of internal and external audit activity, including non-audit services provided where appropriate, and the consequences of any shortfall against the full range of activities planned. An update will be provided at each meeting.
viii. The adequacy of HEFCE management responses to issues identified by audit activity and the satisfactory implementation of any recommendations.
ix. Any relevant reports from the NAO, the Department for Business, Innovation and Skills (or any successor Department) Audit Service or other parts of the Government, including any management response.
x. Formal assurances given by HEFCE management relating to the corporate governance requirements for the organisation, and summary information about corporate governance reporting in the sector. This includes receiving regular reports on how risk is managed across HEFCE.
xi. Reports on the monitoring of HEFCE’s performance against budget and on its financial position to ensure resources are managed effectively and that strategic objectives are delivered according to plan.
xii. The outcomes of work carried out connected to fraud, irregularity and losses in HEFCE or the HE sector.
xiii. The policies and arrangements in place at the Council for the handling of complaints and public interest disclosures made to the Council concerning funded institutions and policies relating to fraud and whistle-blowing.
xiv. The outcome of any independent review of the Internal Audit and/or Assurance Service.
xv. Processes and assurances relating to arrangements for information security and assurance at the Council.
xvi. Information and assurances connected to the Council’s role as a principal regulator of HEIs that are exempt charities under the Charities Act 2011.
xvii. Assurances connected to the quality of data and other information obtained from funded and/or regulated institutions.
xviii. New accounting and audit standards.
b. Provide advice to the Board on such financial, governance, risk or control issues as the Board requests from time to time. This includes matters referred to the committee by the Board’s complaints panel.
6. The Board has a strategic committee to advise on the promotion of good practice in developing leadership, governance and management in the sector. This remit may be distinguished from the risk-oriented assurance mission of the Audit Committee.
Constitution and membership
7. The audit committee is a standing committee of the HEFCE Board. It advises both the Board and the Chief Executive as the Accounting Officer.
8. The committee’s membership, including its chair, is appointed by the Board and consists of members with no executive responsibility for the management of HEFCE or its funding activities. The chair of the committee must be a Board member who is independent of publicly funded organisations in the HE sector. The Chair of the Board may not be a member of the committee. There shall be no less than five members of the committee, of whom at least two should be Board members (including the chair). The Board may appoint up to five independent members.
9. The committee’s membership should reflect a balance of skills and experience, including members with recent and relevant experience in finance, accounting or auditing, as well as members with a current understanding of the issues facing the HE sector. Subject to the explicit handling of conflicts of interest, members with a direct connection to the HE sector are considered independent for the purposes of the committee’s membership. The committee may, if it considers it necessary or desirable, co-opt, for a specified period of time, advisers or specialists with particular expertise.
10. Members are normally appointed for a period of three years and can be re-appointed by the Board for up to three further years subject to satisfactory appraisal by the chair.
11. A quorum is three members, at least one of whom shall be a Board member. If the quorum is not met the meeting may still proceed. However, some items may require deferral to the next meeting or can be dealt with electronically e.g. items requiring strategic input. In the absence of the chair, another Board member will chair the meeting. If it is considered that the chair has a conflict of interest then another Board member will chair all or part of the meeting. All committee members are legally indemnified against negligence by the Department for Business, Innovation and Skills.
12. Members should declare any relevant or professional interests they hold outside of HEFCE and these will be updated on a regular basis. A register of interests will be published on the HEFCE web-site (http://www.hefce.ac.uk/about/staff/committees/). A section on the audit committee papers will identify whether a member has any relevant interests and the chair will also ask at the start of every meeting if there are any interests to declare. Should there be conflicts of interest with HEFCE business then relevant papers may be withheld or the member asked to leave the meeting for the duration of the discussions and the relevant conflict noted in the minutes. If the conflict is significant and/or likely to endure for a long time then the member may be asked to step down from the committee.
Meeting arrangements
13. The audit committee normally meets at least three times a year at HEFCE's offices in London or Bristol. The meeting timetable, set the previous year following consultation with members by the Deputy Clerk, will be aligned to the annual cycle of business. These may subsequently be varied by the chair following, if practicable, consultation with members by the Deputy Clerk. The chair may call an ad-hoc meeting of the audit committee at any time if they think it necessary. Where it is not possible to meet, in exceptional circumstances, a meeting may be conducted by video conference, telephone conference or email.
14. Only members of the committee have a right to attend meetings. The Chair of the HEFCE Board will normally attend at least one meeting per year. The Chief Executive, Deputy Chief Executive, Director (Regulation and Assurance), the Head of Finance and Investment, the Head of Assurance, the Head of Governance and the Head of Internal Audit should normally attend meetings of the committee, with the committee reserving the right to exclude any or all of these officers (or any other officers present) for reasons that will be minuted. The committee can require other staff to attend for all or part of each meeting. The above-mentioned officers may invite the chair to convene a special meeting if they consider it necessary to do so.
15. While the committee reserves the right to exclude the external auditors (the NAO) from its meetings, a representative of the external auditors will normally be invited to attend all meetings, but as a minimum they will be invited to attend when the audit strategy, annual accounts and/or management letter are being considered. The NAO is sent all committee papers and may ask the chair to convene a special meeting if they consider it necessary to do so.
16. The Department for Business, Innovation and Skills (BIS) is not represented at the meetings. The chair will be the conduit for information through communication with the BIS audit committee or its chair on an ad hoc basis. BIS Internal Audit is also sent all committee papers.
17. The NAO, Chief Executive, Deputy Chief Executive, Director (Regulation and Assurance), Head of Finance and Investment, Head of Internal Audit, Head of Governance, Deputy Clerk and Head of Assurance have direct confidential access to the chair if need be and, as a standing item, to the committee in confidential ‘closed’ session if required. Such sessions will respect the rights of those not present, and the basis of any decisions taken will be minuted. HEFCE officers wishing to approach the chair may wish to discuss their concern with the Head of Governance in advance.
18. The committee is serviced by the Deputy Clerk to the Board, who will attend all meetings and will minute the committee’s transactions (unless excluded under paragraph14 or paragraph 17).
Reporting
19. Meetings shall be minuted and the draft minutes circulated to members of the committee as soon as possible after the meeting. A summary of the meeting will be given to Board members, normally as a report for information to the next ordinary Board meeting after the committee meeting, presented by the chair of the committee to the Board. The audit committee chair will raise any significant matters with the Chair of the Board and the Chief Executive, and may draw the attention of the Board to such matters at its next meeting. Board minutes are sent to committee members.