Minutes

The University of Toledo Board of Trustees

Trusteeship, Governance and Audit Committee

and Finance Committee Joint Meeting

June 4, 2012

Trusteeship, Governance and Audit Committee Chair Judge Richard B. McQuade, Jr. was absent; Finance Committee Chair Mr. William C. Koester was present. Trusteeship, Governance and Audit Committee members attending the meeting included Ms. Susan Palmer, Mr. John Perez, Mr. John S. Szuch, and Mr. Joseph H. Zerbey, IV. Trusteeship, Governance and Audit Committee Faculty Representative Mr. John A. Barrett was absent, as well as Community member Mr. Harry A. Shaw. Finance Committee members attending the meeting included Ms. Susan Palmer, Mr. John Perez, Ms. Sharon Speyer, and Mr. Joseph H. Zerbey, IV. Finance Committee Faculty representative Ms. Kathleen Fitzpatrick attended the meeting, as well as Committee Community member Mr. William Horst. Trusteeship, Governance and Audit Committee Liaisons Mr. David Cutri, Mr. David Dabney, Dr. Lloyd Jacobs and Mr. Peter Papadimos were present. Finance Committee Liaisons Mr. David Dabney and Mr. Chuck Lehnert were also present. Other Trustees attending included Mr. Carroll L. Ashley. Others attending the meeting were Dr. Jamie Barlowe, Ms. Meghan Cunningham, Dr. Michael Dowd, Dr. Jeffrey Gold, Ms. Joyce McBride, Dr. William McMillen, Dr. Linda Rouillard, and Ms. Joan Stasa. Special guests from Plante & Moran included Mr. Bob Dery and Ms. Jennifer Kujawski. /

ATTENDANCE

The meeting was called to order at 2:00 p.m. by Finance Committee Chair William Koester in the Driscoll Alumni Center Board Room on the Main Campus. / CALL TO ORDER
Trustee Koester requested a motion to waive the reading of the minutes from the October 11, 2012 Trusteeship, Governance, and Audit Committee and Finance Committee joint meeting and accept them as written. The motion received by Trustee Zerbey, was seconded by Trustee Szuch, and the minutes were approved by both Committee’s members. / APPROVAL OF MINUTES
Trustee Koester welcomed to the meeting Mr. Bob Dery, Health Care Audit Partner, and Ms. Jennifer Kujawski, Audit Manager, from Plante & Moran. Mr. Dery conducted the meeting for Mr. Robb Rose, Partner for Plante & Moran, who was out of town. The purpose of their visit was to talk about the audit before it begins.
Mr. Dery reviewed the following items with the Committees:
·  Audit planning agenda
·  Plante & Moran Audit and Tax team that would be performing the UT audit
·  Plante & Moran’s reporting and responsibilities, including letters issued for the 2012 planning stage and the reports and letters that would be provided at their work completion.
Ms. Kujawski reviewed the audit approach in the following areas:
·  Financial Statement Audit
·  OMB Circular A-133 Reports
·  NCAA Agreed Upon Procedures
·  What Plante & Moran has been advised about the University
·  Materiality
·  Communications with the Trusteeship, Governance and Audit Committee and the Finance Committee
·  Leveraging the work of the University’s Internal Audit Department
·  Timing of audit work will ensure that financial statements will be presented to the Board at their October 2012 meeting
A list of areas to be audited indicating their inherent risk assessment and audit approach was reviewed with the Committees by Ms. Kujawski. She also reviewed timing and key dates for the audit and ensured that financial statements would be presented to the Board at their October 2012 joint meeting. The audit approach is consistent with prior years, will be risk based and encompassing.
Mr. Dery provided the Committees with a letter that Plante & Moran has been audited by Clifton Gunderson, LLP -- Certified Public Accountants and Consultants, and received a passing grade. This means they are able to render their opinion. / PLANTE & MORAN:FY2012 EXTERNAL AUDIT
There being no further business before the Committees, Trustee Koester adjourned the meeting at 2:20 p.m. / ADJOURNMENT

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