Audit and Finance Committee Terms of Reference


1. Structure

The Audit & Finance Committee consists of up to 6 Directors appointed by the Board. Committee appointments are reviewed and determined annually. The Committee chair is appointed by the Board.

The Directors must all be independent of management, financially literate, with at least one member having accounting or related financial expertise.

A majority of the appointed Board of Director committee members participating in the meeting (in-person or via teleconference) is required for quorum. The Chair of the Board or Vice-Chair of the Board serving as ex-officio can attend committee meetings however does not count for quorum.

Voting at the Committee level is limited to Board appointed Committee members participating at the meeting plus participating ex-officio member of the Committee (i.e. the Chair of the Board or designated Vice-Chair).

2. Responsibilities

The Audit & Finance Committee reports to the Board. Annually, the Audit & Finance Committee will develop a work plan for review by the Board.

The Audit & Finance Committee has responsibility for oversight of the reliability and integrity of the accounting principles and practices used by OECM as reflected in OECMs financial statements and financial reporting.

Financial Functions:

  1. review and recommend to the Board for approval a detailed annual budget for capital and operating revenues and expenditures for the ensuing fiscal year.
  2. review the quarterly financial statements on a timely basis and report back to the Board accordingly.
  3. recommend to the Board an appropriate investment policy for the management of OECM’s funds and monitor and report quarterly on the control and management of these investments.
  4. make recommendations to the Board about its budget and reporting against the budget.
  5. recommend to the Board the types and amounts of insurance to be carried and review these annually.
  6. monitor and recommend strategies to the Board with respect to maintaining the not-for-profit status of the corporation.
  7. approve non-audit services to be provided by the External Auditor.
  8. inform and advise the Board on any financial matters as requested.

Audit Functions:

  1. annually monitor and evaluate the performance of the external auditors and recommend to the Board the appointment of a firm of chartered accountants as the Corporation’s external auditors and any changes of external auditors.
  2. review and approve the auditors audit plan, including scope, timetable and fees.
  3. review and ensure external auditor independence from management.
  4. require the auditor to disclose all work provided to OECM that has not been approved in advance by the Committee and assess whether the auditor’s independence is impaired.
  5. enquire into the major audit and financial risks faced by OECM, and the appropriateness of related controls and strategies to minimize their potential impact.
  6. review audited annual financial statements, in conjunction with the report of the external auditors, and obtain an explanation from management of all significant variances between comparative reporting periods and a response to any identified weaknesses.
  7. recommend, where appropriate, approval of the financial statements to the Board.
  8. meet privately with the external auditors (without the presence of management) and with senior management (without the external auditors) to obtain full and transparent disclosure about any concerns with the audit process.
  9. oversee management’s establishment of an adequate system of internal controls and procedures and effective performance of those internal controls and procedures.
  10. make other recommendations with respect to matters delegated to it by the Board.

General Risk Oversight:

The Audit & Finance Committee has responsibility for the general risk oversight of the company including but not limited to internal and external risks that may arise from matters related to legal, economic, political, customers, suppliers, operational (including information technology), etc.

The Committee shall report to the Board, its findings resulting from its general risk oversight activities at least once per year.

3. Meetings

The Committee meets at least 4 times each year. The Committee may choose to hold additional meetings if it considers them necessary to carry out its responsibilities effectively.

4. Policy Oversight

On behalf of the Board the Committee has oversight responsibilities for the following policies:

  • Travel and Expense
  • Investments
  • Financial Reserve
  • Whistleblowing
  • Financial Delegation of Authority

The Committee shall review (and amend as required) each of the above noted financial policies at least once every two years.

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