Terms of Reference and Rules of Procedure Audit Committee
MGT-P0013-4 11 MARCH 2016
HPRA Terms of Reference and Rules of Procedure of the Audit Committee
CONTENTS 1
AUTHORITY
2
2
MANDATE
2
3
COMPOSITION
3
4
CHAIRPERSON
3
5
MEETINGS
4
6
MINUTES OF MEETINGS
4
7
WRITTEN PROCEDURE
4
8
REPORTING
5
9
GUARANTEES OF INDEPENDENCE AND CODE OF CONDUCT
5
10
LEGAL ISSUES
5
11
GENERAL PROVISIONS
6
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HPRA Terms of Reference and Rules of Procedure of the Audit Committee
1
AUTHORITY
1.1
The committee is established by the Health Products Regulatory Authority (the Authority).
2
MANDATE
The purpose of the committee is to exercise vigilant and informed oversight over the financial reporting process, including the organisation’s internal controls. This includes review of the finances of the Authority, including management, statutory and budgeted accounts. The committee also seeks to focus and co-ordinate business risk management activities throughout the Authority to facilitate the identification, evaluation and management of all key business risks. The specific functions of the committee are listed below. 2.1
Accounting and financial reporting matters - Review the annual financial statements and the monthly management accounts before they are approved by the Authority to ensure their objectivity, credibility, reliability, accuracy and timeliness. - Review all existing accounting policies, paying particular attention to the impact on the financial statements of any changes in accounting policy. - Review systems of internal control for effectiveness and ascertain the degrees of compliance with them. - Evaluate exposure to fraud. - Review all significant transactions especially those that are non-recurring, and any that might be illegal, questionable or unethical. - Appraise key management estimates, judgmental and value calls where they are thought to be material to the financial statements.
2.2
Audit matters - Review the plans for and the effectiveness of internal and external audits. - Review the external auditor’s management letter. - Determine that the external auditors are free from managerial restrictions and undue influence. - Require to be informed if there is a dispute between the auditors and management and if managers have sought accounting advice from anyone other than the one engaged as external auditor.
2.3
General corporate governance - Facilitate and enhance communications between the external financial auditors and the Authority. - Review corporate policies and practices in the light of ethical considerations and the ‘Code of Practice for the Governance of State Bodies’.
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2.4
Risk management - Raise the level of management awareness and accountability for the business risks experienced by the Authority.
2.5
Internal audit - Recommend to the Authority the appointment of a suitably qualified firm or person to act as internal auditor to the Authority. - Approve and to add to, if required, the internal audit plan for the year which will be drawn up by the internal auditor after consultation with management. - Be responsible for the effective implementation of the audit plan. - Facilitate the internal auditor in reporting to the committee. - Approve the internal audit reports of the outcome of the audit process.
The audit committee will revise its charter and terms of reference periodically to reflect best practice from the corporate and public sectors so as to enable the Authority to be at the forefront of best practice.
3
COMPOSITION
3.1
The committee is composed of at least two members of the Authority, neither of whom may be the Chairperson of the Authority, appointed for a period of three years or the term of office of the Authority member.
4
CHAIRPERSON
4.1
The Chairperson is appointed by the Authority from among the members of the committee.
4.2
The Chairperson is responsible for the efficient conduct of the business of the committee, in particular by: -
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planning the work of the committee together with the secretary to the committee, monitoring, together with the secretary to the committee, that the rules of procedure are respected, ensuring that at the beginning of each meeting, any potential conflict of interest is declared regarding any particular item to be discussed by the committee, aiming to achieve consensus on issues discussed by the committee, and reporting on the activities of the committee as appropriate.
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5
MEETINGS
5.1
Meetings are held four times a year. Additional meetings may be held if considered necessary.
5.2
Members may participate in meetings by telephone, teleconference or videoconference. Members so participating are considered to be present at the meeting.
5.3
The quorum is two.
5.4
The agenda is established by the Chairperson and, if appropriate, in consultation with members of staff of the Authority. It is circulated with related papers in advance of the meeting.
5.5
Each member of the committee present has one vote. Decisions are made by consensus or by a majority of the votes of the members present.
5.6
The Chief Executive, Deputy Chief Executive and the Secretary to the Authority attend the meetings but they are not entitled to vote.
5.7
Any employee or other person may be invited to attend for particular items at the discretion of the Chairperson but they are not entitled to vote.
6
MINUTES OF MEETINGS
6.1
Minutes of each meeting are prepared by the secretary to the committee.
6.2
The minutes indicate the names of the attendees, and in respect of each item on the agenda: - the documents submitted to the committee, - a summary record of the proceedings, - the decisions taken or the conclusions reached by the committee.
6.3
Draft minutes are sent to members before the next meeting. They are adopted at the following meeting and signed by the Chairperson.
7
WRITTEN PROCEDURE
7.1
The Chairperson may initiate a written procedure for decisions.
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7.2 7.3
Draft written decisions are sent to the members who are requested to respond with their agreement or comments within a specified period of time, usually 10 days. The quorum must be reached for any decision taken by written procedure.
7.4
A full report on the outcome of the procedure and the decision taken is presented at the next general meeting of the committee.
8
REPORTING
8.1
The secretary to the committee circulates the minutes of committee meetings to members of the Authority.
8.2
The committee formally reports to the Authority as required, subject to a minimum requirement to report annually.
9
GUARANTEES OF INDEPENDENCE AND CODE OF CONDUCT
9.1
The names of the committee members and their professional qualifications are made public.
9.2
Members of the committee will make an annual declaration of financial or other beneficiary interest in any industry regulated by the Authority.
9.3
At each meeting, members will declare any financial or other beneficiary interest in any agenda item. When a member is unable to participate in a meeting due to a conflict of interest, he or she must inform the secretary to the committee in advance of the meeting in writing. They will withdraw from the meeting while the item is considered and will not vote or act as a member in relation to it.
9.4
Members of the committee will abide by the Code of Conduct approved by the HPRA.
9.5
Members of the committee are required not to disclose information received by them while performing their duties, even after their duties have ceased.
10
LEGAL ISSUES
10.1
The committee may avail of legal advice from the Authority’s solicitor on any issues which may arise.
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11
GENERAL PROVISIONS
11.1
These terms of reference and rules of procedure are approved by the Authority and the committee, and are made public.
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