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Formally and regularly inform management of their responsibility for preventing,

detecting, and reporting fraud, waste and abuse.

Establish a process for employees, taxpayers and other citizens to confidentially

report suspected illegal, improper, wasteful or fraudulent activity.

Inform the Comptroller of the Treasury of assessments of controls to reduce risks of

fraud.

Promptly report indications of fraud to the Comptroller of the Treasury.

Other

Review and assess the adequacy of the Audit Committee’s charter annually,

requesting Board approval for proposed changes.

Ensure the receipt, retention and resolution of complaints regarding accounting,

internal controls or auditing matters.

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

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

confidential means of reporting violations.

Review the Board’s policy regarding conflict of interest to ensure that “conflict of

interest” is clearly defined, guidelines are comprehensive, annual signoff is required

for those in key positions and procedures are in place to ensure potential conflicts are

adequately resolved and documented.

Membership

Tennessee Code Annotated

, Section 49-8-201, includes the requirements for the

appointment and terms of public members of the Tennessee Board of Regents. From this

membership, the Audit Committee and its chair shall be appointed annually by the Board

Chairman pursuant to Board bylaws and shall consist of at least one member, preferably

the chair of the committee, who shall have accounting and financial management

expertise and other members who are generally knowledgeable in financial, management,

and auditing matters. In addition to the Regents appointed to the committee, the Board

may select one or more certified public accountants or other qualified citizens who are

not members of the Board to serve on the Audit Committee. The committee shall have at

least three but not more than seven members.

Independence

Each member shall be free of any relationship that would give the appearance of a

conflict or that would interfere with his or her exercise of independent judgment.

Education

The Board’s senior management and the System-wide Internal Audit office are

responsible for providing the committee with educational resources related to accounting

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