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The Audit Committee (Committee) is established in the Bylaws as a standing committee of the Board of Trustees. The Committee is responsible for overseeing policies and issues related to audits of financial affairs and management operations.

Committee Members, 2023-2025

• Gaurdie Banister, Chair
• Fernando Lewis Navarro, Vice Chair
• Janice Menke Abraham
• Pamela M. Deese
• Amy V. Kothari
• Margery Kraus
• Korey Neal Sr.
• Matthew S. Pittinsky

Resource Persons

Cabinet Members:

CFO, Vice President and Treasurer

CHARTER

Purpose

The Audit Committee (Committee) is established in the Bylaws as a standing committee of the Board of Trustees. The Committee is responsible for overseeing policies and issues related to audits of financial affairs and management operations.

Organization

1. Membership/Structure. Pursuant to the Bylaws (Article VII, Other Standing Committees) and the Board Policies (Article IX, Election of Committee Officers and Members), the Audit Committee shall consist of four or more trustees appointed by the Trusteeship Committee and approved by the Board of Trustees. The Chair and Vice Chair(s) of the Committee shall be appointed by the Trusteeship Committee and approved by the Board of Trustees. The Chair of the Committee shall be a member of the Executive Committee.
2. Staff Designee. The CFO, Vice President and Treasurer shall be responsible for staffing the Committee.
3. Meetings. Meetings shall be held in conjunction with regularly scheduled meetings of the Board, or as deemed advisable by the Chair of the Committee.
4. Agenda, Minutes and Reports. The Chair of the Committee, in collaboration with the Staff Designee, shall be responsible for establishing the agendas for meetings of the Committee. An agenda, together with relevant materials, shall be sent to the Committee members in advance of each meeting. Minutes for all meetings shall be prepared in draft form by the Staff Designee and reviewed by the Chair and shall be approved by the Committee members at the following meeting. The general session minutes shall be available for review by any member of the Board of Trustees. The closed executive session minutes shall be available for review by any voting member of the Board of Trustees. The Committee shall make regular reports to the Board of Trustees.
5. Review of Charter. The Committee shall conduct a self-assessment and review its charter on a periodic basis, or as required by Board policy.

Roles and Responsibilities

Guided by the University's mission and its strategic plan, the Audit Committee is charged with supporting and monitoring the University’s key strategic efforts related to assuring that the University’s organizational culture, capabilities, systems, and processes are appropriate to protect the financial health and the reputation of the University. The Committee leads the Board’s engagement on emerging issues, sets priorities, provides guidance, and makes recommendations to the Board of Trustees on the University’s financial reporting processes, system of internal controls, audit process, and process for monitoring and ensuring good compliance with laws and regulations. It will monitor the University’s internal and external auditors’ findings with regard to the University’s capability and performance in all audit areas and will monitor actions to assure that appropriate corrective actions are taken when deficiencies are identified.

To fulfill its purpose, the Committee will:

Within the area of Internal Control:

• Assure that management is setting the appropriate tone in communicating the importance of internal control and ensuring that all individuals have an understanding of their roles and responsibilities and also that the systems are in place and being followed to ensure good compliance with internal control procedures;
• Determine whether internal control recommendations made by internal and external auditors have been implemented by management; and
• Ensure that internal and external auditors keep the Audit Committee informed about fraud, illegal acts, deficiencies in internal control, and other audit-related matters.

Within the area of Financial Reporting:

General:

• Review with management and the external auditor significant accounting and reporting issues, including recent professional and regulatory pronouncements, and understand their impact on the University’s financial statements; and
• Review significant risks and exposures and the plans to minimize such risks.

Annual Financial Statements:

• Review the audited financial statements with the external auditor and determine whether they are complete and consistent with the information known to committee members; and
• Ensure that the external auditors communicate all matters required by their professional standards to the Audit Committee.

Within the area of Internal Audit:

• Review and ensure that Â鶹´«Ã½ has the appropriate structure, staffing and capability to effectively carry out the internal audit responsibilities;
• Appoint, replace, or dismiss the internal auditor; and
• Review and confirm the priorities and key action plans of the internal audit function.

Within the area of External Audit:

• Following appropriate consultation with management, select and retain the University’s external auditors, and approve the external auditors’ fees;
• Review the performance of the external auditors and recommend the appointment or discharge of the external auditors;
• Review and confirm the external auditors’ assertion of their independence in accordance with professional standards; and
• Review and approve any engagement of the external auditors for non-audit related consulting services.

Within the area of Compliance with Laws and Regulations:

• Review the effectiveness of the system for monitoring compliance with laws and regulations and the results of management’s investigation and follow-up (including disciplinary action) on any fraudulent acts or other irregularities;
• Regularly obtain updates from management and General Counsel regarding significant changes in legal and compliance issues;
• Be satisfied that all regulatory compliance matters have been considered in the preparation of the financial statements; and
• Review the findings of any significant examinations by regulatory agencies.

Other Responsibilities:

• Meet with the external auditors, internal auditors, and management in separate executive sessions to discuss any matters that the Committee or these groups believe should be discussed privately;
• Meet with the Chief Financial Officer (CFO) in executive session to discuss any matter that the Committee or CFO believe should be discussed privately;
• Ensure that significant findings and recommendations made by the internal and external auditors are received, discussed and acted upon in an appropriate and timely manner;
• Review administration of the Whistleblower Policy and investigate any complaint referred to the Board of Trustees, including any related to the officers of the university;
• Regularly receive from General Counsel a summary of whistleblower complaints and disposition;
• Review, on a quarterly basis, university officers’ travel and entertainment expenses;
• Review, with the University’s counsel, any legal matters that could have a significant impact on the University’s financial statements;
• Perform other oversight functions as requested by the University; and
• Review and update the Audit Committee charter; receive approval of changes from the University.
• Ensure that there is a regular review the University’s goals relating to increasing diversity, equity and inclusion as they pertain to the areas for which the Committee has oversight responsibilities, the progress that the University is making in achieving those goals, and actions the Committee and Board of Trustees should consider taking to support the University’s efforts.

Updated May 2024