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Tennessee Board of Regents

Chart of Audit Committee Responsibilities

Responsibilities for Governance and Oversight

Performed Requirement

A standing committee of the Board to meet as necessary, but at least annually.

Quarterly

S/C

Assist the Board by providing oversight and accountability on financial reporting and

related disclosures, internal controls and all other aspects of operations.

Ongoing

S/G/C

Maintain independence to avoid even the appearance of a conflict that would

interfere with independent judgment (annual disclosure).

Ongoing

S/C

Review and assess the adequacy of the Audit Committee charter. Obtain approval of

the Board and Comptroller.

Annually

S/G/C

Responsibilities for Internal Audit Activities

Review and approve the charter of the System-wide Internal Audit (SWIA) and

campus internal audit functions.

Annually

S/G/C

Provide a process for confidential complaints of suspected fraud, waste or abuse.

Ongoing

S/G

Review and approve the annual and revised audit plans of SWIA and campus audit

functions, including management requests for unplanned assignments.

Annually /

Quarterly

C/P

Facilitate audits and investigations from initiation to resolution, including advising

auditors of pertinent information received.

Ongoing

S/G/C

Review reports and audits of expenses of the chancellor and presidents.

Annually

S/P

Review significant results of internal audit work performed.

Quarterly

C

Review the internal auditor’s report of audit activity at least annually.

Annually

S/C/P

Review reports on the internal audit function’s quality assurance and improvement

program to monitor and ensure compliance with the IIA

Standards

.

Annually

S/C/P

Responsibilities for External Audit Activities

Review results of the Comptroller’s audits of financial statements and other matters.

Quarterly

S/C

Meet with the Comptroller or State auditors upon request.

As Needed

S/C

Review significant results of any external auditors or regulators.

As Needed

C

Responsibilities for Management’s Control Activities

Review and evaluate management’s assessment of risk and fraud, assuring internal

controls are in place to mitigate significant risks.

Annually

S/C/G/P

Reiterate to the Board, management and staff their responsibility for preventing,

detecting, and reporting fraud, waste, and abuse.

Annually

S/G

Promptly notify the Comptroller of the Treasury of any indications of fraud.

As Needed

S/G

Review with management and general counsel any legal matters (including pending

litigation) that may have a material impact on the financial statements, and any

material reports or inquiries from regulatory or governmental agencies.

As Needed

S/C

Review the Board’s policies regarding employee conduct to ensure they are available

to all employees, easy to understand and implement, enforced and provide a

confidential means of reporting violations.

As Needed

G/C

Review the Board’s policy regarding conflict of interest to ensure that it is clearly

defined and comprehensive and conflicts are adequately resolved and documented.

As Needed

G/C

Responsibilities for Internal Audit Personnel and Resources

Employ a qualified internal auditor (CAE) reporting directly to the audit committee

and Board, removable only for cause by a majority vote of the Board.

Ongoing

S/C/P

Review CAE’s administrative reporting relationship to assure independence and

adequate budget and staff resources to perform duties effectively.

Annually

C

Review and approve appointment, compensation, reassignment or dismissal of CAE.

Annually

S/C/P

Review and approve compensation or termination of system office internal auditors.

Annually

C/P

Review compensation of campus internal auditors. Review and approve termination

of campus internal auditors.

Annually

S/C/P

Legend

:

S

– State Statute

P

– TBR Internal Audit Policy, 4-01-05-00

C

– TBR Audit Committee Charter

G

– Guidance for Audit Committees by Comptroller

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