MINUTES OF THE AUDIT AND RISK COMMITTEE HELD ON 12 OCTOBER 2015 Present Emma Compson Peter Dickson Peter Nutkins (Chair) David Scott Andy Stephens (Staff) External Co-opted Member The quorum for the meeting was three s. In attendance Ron Hill Clerk to the Corporation Debi Donnarumma Vice Principal ( Quality and Student Experience) Hari Khurmi Vice Principal ( Performance and Planning ) Richard Bacon Ben Connor David Martin Lisa Whait Assistant Clerk to the Corporation The meeting started at 6.00pm and was held in the Boardroom, Radmoor Centre. There were introductions before the start of the agenda. 1. Apologies 1.1 Apologies were received from Yiannis Koursis, Vice Principal (Curriculum). 2. Declaration of Interests 2.1 The Chair reminded Members to declare their interests as and when necessary on the agenda. 3. Minutes of the Audit and Risk Committee Meeting held on 8 June 2015 and any matters arising 3.1 With the amendment at para 2.2 to read Loughborough Students Union the minutes of the meeting of the Audit and Risk Committee held on 8 June 2015 were agreed as a true and correct record and were duly signed by the Chair. 3.2 There were no matters arising not otherwise on the agenda. 4. (a) Terms of Reference : Audit and Risk Committee (b) Workplan 2015/16 : Audit and Risk Committee 4.1 The Clerk to the Corporation presented the model terms of reference for the Audit and Risk Committee. Members requested three amendments:- o 3. Frequency of Meetings There will be at least four meetings of the Audit and Risk Committee per year o 4. Responsibilities of the Committee (g) oversight of the Board s governance structure, processes and performance o Replacement of reference to IAS (internal audit service) with framework of independent assurance. Audit and Risk Committee : 12 October 2015 1
4.2 Members noted the transition from the operation of an external audit service and an internal audit service to an external audit service and a framework of independent assurance. 4.3 Members requested access to the core policies for which the Audit and Risk Committee has responsibility e.g. Whistleblowing Policy, Fraud and Irregularity Policy. 4.4 With respect to the proposed Workplan 2015/16, the Clerk to the Corporation explained that the workplan was a basic outline and additional items can be added to the proposed agendas and also additional meetings can be held. Members requested (i) the meeting on 7 March 2016 to include a review of governance structure, processes and performance and (ii) the meeting on 23 November 2015 to include consideration of the options for processes for reviewing governance. RESOLVED [AC 13/15] The Audit and Risk Committee resolved (a) To endorse the revised terms of reference for the Audit and Risk Committee (based on Joint Audit Code of Practice model terms of reference); (b) To approve the revised workplan for the Audit and Risk Committee for 2015/16; (c) To request circulation to Members of the Audit and Risk Committee of relevant policies i.e. Whistleblowing, Fraud and Irregularity. (A copy of the revised terms of reference will be appended to the approved draft minutes of the Audit and Risk Committee). 5. Loughborough College : Schedule of Independent Assurance Work 2015/16 5.1 Richard Bacon (PWC) presented the written report which outlined the proposed focus for PWC to act as independent assurance advisors during 2015/16. 5.2 Members queried the order of priorities for independent assurance. Richard Bacon confirmed that the proposed topics for review were listed in order of significance (informed by the College s risk register). 5.3 In relation to higher education Members discussed the implications for the review to consider marketing and publicity. This feature of the review was accepted by PWC. 5.4 Members considered the implications for the College s capacity to respond to additional review items for independent assurance. Vice Principals present agreed to discuss the proposed review themes and the capacity of the College to develop an improvement response with the Interim Principal. 5.5 Members asked which aspect of higher education will be included with the assurance review. PWC stated that discussions will take place with College management and include feedback to the Chair of the Audit Committee. The (Staff) advised that leadership arrangements for higher education would need to be taken into account. 5.6 The External Co-opted Member stressed the importance of scoping reviews to ensure focus and value to the College and the Audit and Risk Committee. RESOLVED [AC 14/15] The Audit and Risk Committee resolved to support the initial assurance reviews to focus upon (i) higher education strategy and (ii) data governance (iii) Business continuity planning (iv) Human resources and appraisals (v) Student experience. Audit and Risk Committee : 12 October 2015 2
(Further consideration would be given to the themes in the second table at the next meeting of the Audit and Risk Committee). 6. External Audit Plan 2014/15 6.1 David Martin (PWC) presented the written report which included details of PWC s approach to the external audit and preparation of financial statements for the year to 31 July 2015. Members reviewed the proposed timetable, leading to the next meeting of the Audit and Risk Committee (23 November 2015). 6.2 David Martin explained the scope of the external audit and provided details of the fees as follows:- External audit fee for the statutory audit of Loughborough College and subsidiaries Financial controls work to be performed by the external audit team Total fees 19,500 (excl VAT) 3,500 (excl VAT) 23,000 (excl VAT) 6.3 The Vice Principal (Planning and Performance) provided examples of third party ownership such as photocopiers on lease-hire, student deposits. RESOLVED [AC 15/15] The Audit and Risk Committee resolved to recommend the External Audit Plan 2014/15 to the Board for approval. 7. Internal Audit Review : Risk Management Observations 7.1 Richard Bacon (PWC) presented the written report (dated September 2015) which looked at key aspects of the College s risk management framework including the risk management framework and policy, the risk culture and maturity, risk appetite, the College s risk register and mapping of assurance. 7.2 Richard Bacon emphasized the importance of linking a risk management process, including a risk register, the strategic plan for Loughborough College. Members discussed their understanding of the current status of the College s strategic plan. The Clerk to the Corporation informed that a revised plan was being developed leading to the meeting of the Board on 14 December 2015. In the light of this anticipated schedule, the Chair of the Audit and Risk Committee suggested an additional meeting of the Committee in January 2016 would be useful to look at the implications of a revised Strategic Plan for the Audit and Risk Committee. This suggestion was supported. 7.3 Members discussed interpretations of risk appetite and accepted that this was best considered within a framework of an agreed strategy; thus how far? how fast? etc. would have greater meaning. 7.4 It was noted that the Risk Management Review placed Loughborough College in the initial category (on the range from ad hoc/initial/repeatable/managed/excellence). RESOLVED [AC 16/15] The Audit and Risk Committee resolved to note the Risk Management Review and to support the recommendations for improvement. 8. Internal Audit Service Annual Review : 2014/15 8.1 It was noted that PWC will bring forward this report to the next meeting of the Audit Committee. Audit and Risk Committee : 12 October 2015 3
9. Internal Audit Service 2014/15 : Review of Performance 9.1 It was noted that PWC will circulate proposed performance indicators to support this exercise. The External Co-opted Member advised that a mix of qualitative and quantitative indicators would best serve the Committee and the College. 10. Joint Audit Code of Practice (Debi Donnarumma left the meeting at 7.00pm). 10.1 The Clerk to the Corporation presented the revised Joint Audit Code of Practice which is applicable for accounting periods ending on or after 31 July 2015. 10.2 The Clerk to the Corporation drew attention to Annex C the self-assessment of compliance with requirements to be signed off by the Accounting Officer (Interim Principal) and Chair of the Corporation and would be required by the financial statements auditors. 10.3 Members wished to review (by exception) the completed Annex C, before formal signing off, at the next meeting of the Audit Committee. 10.4 Members requested access to all policies and procedures approved by the Board via an e- portal or similar. A further report on the provision of this facility will be presented to the next meeting of the Audit and Risk Committee. 11. Code of Good Governance for English Colleges 11.1 The Clerk to the Corporation presented an initial draft response to the shoulds. The overall picture was positive and compliant but the Clerk explained that much more clarity could be given when the revised Strategic Plan for Loughborough College had been approved. The Chair of the Audit and Risk Committee proposed that a revised shoulds listing be created by RH/LW/PN following approval of the Strategic Plan. This suggestion was supported. 12. Date and Time of Next Meeting 12.1 The next meeting of the Audit and Risk Committee will be held on Monday 23 November 2015 (6.00pm). The meeting closed at 7.18pm. Ron Hill Clerk to the Corporation Loughborough College Audit and Risk Committee : 12 October 2015 4
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