Audit & Finance Committee - Board Policies - Board of Directors - Vancouver Coastal Health

5 pages

English

Audit & Finance Committee - Board Policies - Board of Directors - Vancouver Coastal Health

Zaun - Monique Steensma

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TORONTO CENTRAL LOCAL HEALTH INTEGRATION NETWORK BOARD OF DIRECTORS INFORMATION MANUAL 4.1 TERMS OF REFERENCE AUDIT COMMITTEE I. PURPOSE The purpose of the Audit Committee (the “Committee”) of the Toronto Local Health Integration Network (the “TC LHIN”) is to act on behalf of the Board of Directors (the “Board”) in all material aspects of financial reporting, internal controls, the internal audit function and the audited financial statements. The Committee supports the Board in fulfilling its oversight responsibilities by reviewing and providing advice to the Board on the following core responsibilities: 1. The TC LHIN’s obligations with respect to appropriate accounting and financial reporting. 2. Who the TC LHIN should appoint as auditors and monitoring auditor independence. 3. The audit plan of the TC LHIN. 4. The audited financial statements of the TC LHIN. 5. Reviewing the systems of internal controls established by management and the Board. 6. Appropriate risk management activities. 7. Who a Health Service Provider (HSP) should appoint as its auditor to audit its accounts and financial transactions, if the TC LHIN directs the service provider under Section 21 of the Act to have such an auditor. The primary responsibility for the financial reporting, information systems, risk management and internal controls of the TC LHIN is vested in management and is overseen by the Board. II. COMPOSITION AND OPERATIONS 1. Membership ...

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Publié par	Zaun
Nombre de lectures	36
Langue	English

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TORONTO CENTRAL LOCAL HEALTH INTEGRATION NETWORK

BOARD OF DIRECTORS INFORMATION MANUAL

4.1

Page 1

TERMS OF REFERENCE

AUDIT COMMITTEE

PURPOSE

The purpose of the Audit Committee (the “Committee”) of the Toronto Local

Health Integration Network (the “TC LHIN”) is to act on behalf of the Board of

Directors (the “Board”) in all material aspects of financial reporting, internal

controls, the internal audit function and the audited financial statements.

The Committee supports the Board in fulfilling its oversight responsibilities by

reviewing and providing advice to the Board on the following core responsibilities:

1. The TC LHIN’s obligations with respect to appropriate accounting and

financial reporting.

2. Who the TC LHIN should appoint as auditors and monitoring auditor

independence.

3. The audit plan of the TC LHIN.

4. The audited financial statements of the TC LHIN.

5. Reviewing the systems of internal controls established by management and

the Board.

6. Appropriate risk management activities.

7. Who a Health Service Provider (HSP) should appoint as its auditor to audit its

accounts and financial transactions, if the TC LHIN directs the service

provider under Section 21 of the Act to have such an auditor.

The primary responsibility for the financial reporting, information systems, risk

management and internal controls of the TC LHIN is vested in management and

is overseen by the Board.

II.

COMPOSITION AND OPERATIONS

1. Membership:

The Committee shall be composed of:

- not fewer than three Directors and not more than five Directors, none of

whom shall be officers or employees of the TC LHIN

- Board Chair, Ex Officio - non-voting

- CEO, Ex-Officio - non-voting

- Controller - non-voting

- Provider organization representative – voting

- Other - voting/non-voting?

2. Term of Office:

Members of the Committee will be appointed annually.

3. Quorum:

A quorum shall be a simple majority of voting membership.

TORONTO CENTRAL LOCAL HEALTH INTEGRATION NETWORK

BOARD OF DIRECTORS INFORMATION MANUAL

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Page 2

4. Number of Meetings:

Meetings of the Committee shall be held at least quarterly (four times per

year) or at the call of the Chair.

5. Guidelines:

The Committee shall operate in a manner that is consistent with the

Regulations as they are provided by the Ministry of Health and Long Term

Care (MOHLTC).

6. Skills and Experience:

All Committee members shall be “financially literate”

and at least one

member shall have "accounting or related financial expertise".

III.

DUTIES AND RESPONSIBILITIES

Subject to the powers and duties of the Board, the Committee will perform the

following duties:

1. Financial Statements and Other Financial Reporting

The Committee will:

a. review and recommend:

the accounting policies and financial reporting practices used by the

TC LHIN;

ii.

any significant proposed changes in financial reporting and

accounting policies and practices to be adopted by the TC LHIN;

and

ii.

any new or pending developments in accounting and reporting

standards that may affect the TC LHIN.

b. review and discuss financial statements and reports including:

quarterly financial statements; and

ii.

annual audited financial statements.

c. review other financial information that will be forwarded to the Government

or made publicly available to ensure consistency with the financial

information contained in the financial statements.

2. Risk Management, Internal Control and Information Systems

The Committee will review and obtain reasonable assurance that the risk

management, internal control and information systems are operating

effectively to produce accurate, appropriate and timely management and

financial information. This includes:

a. review the TC LHIN’s risk management controls and policies and oversee

Financial literacy is defined as the ability to read and understand a balance sheet, income statement

and a cash flow statement in accordance with Canadian GAAP. Where there is a requirement for a

director to have accounting or financial expertise, this means the director shall have the ability to analyse

and understand a full set of financial statements, including the notes attached thereto in accordance with

Canadian GAAP.

TORONTO CENTRAL LOCAL HEALTH INTEGRATION NETWORK

BOARD OF DIRECTORS INFORMATION MANUAL

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managements establishment of an adequate system of internal controls

and risk management systems to mitigate financial risks and to ensure

strong internal financial control environment exists;

b. have a clear understanding of the risks of fraud and error and review

management’s response to these risks;

c. obtain reasonable assurance that the information systems are reliable and

the systems of internal controls are properly designed and effectively

implemented through discussions with and reports from management and

the external auditor;

d. consider the potential risk of management override of controls or other

inappropriate influence over the financial reporting process;

e. enquire into the conditions of the books and records and the adequacy of

resources to the accounting functions and internal controls;

f. review management steps to implement and maintain appropriate internal

control procedures including a review of policies;

g. review adequacy of security of information, information systems and

recovery plans; and

h. monitor compliance with statutory and regulatory obligations.

Internal Auditor

The Committee will oversee the TC LHIN’s internal audit function and the

internal audit relationship with the auditor and with management. This

includes:

a. review the organization and independence of the internal auditor;

b. review goals, resources and work plans;

c. review any restrictions or problems;

d. review recommendations and significant responses;

e. meet periodically and at least annually, with the internal auditor without

management present; and

f. review proposed changes in the Internal Auditor.

4. External Audit

The Committee will review the planning and results of external audit activities

and the ongoing relationship with the external auditor. This includes:

a. review and recommend to the Board for approval, re-engagement or

appointment of the external auditor;

b. the external auditors shall be advised of the names of the Committee

members and will receive notice of and be invited to attend meetings of

the Audit Committee, and to be heard at those meetings on matters

relating to the Auditor's duties;

c. review the annual external audit plan, including but not limited to the

following:

engagement letter;

ii.

objectives and scope of the external audit work;

iii.

procedures for quarterly review of financial statements;

iv.

materiality limit;

areas of audit risk;

vi.

staffing;

TORONTO CENTRAL LOCAL HEALTH INTEGRATION NETWORK

BOARD OF DIRECTORS INFORMATION MANUAL

4.1

Page 4

vii.

timetable; and

viii.

proposed fees.

d. meet with the external auditor to discuss the TC LHIN's quarterly and

annual financial statements and the auditor's report including the

appropriateness of accounting policies and underlying estimates;

e. review and advise the Board with respect to the planning, conduct and

reporting of the annual audit, including but not limited to:

any difficulties encountered, or restriction imposed by management,

during the annual audit;

ii.

any significant accounting or financial reporting issue;

iii.

the auditor's evaluation of the TC LHIN's system of internal

controls, procedures and documentation;

iv.

the post audit or management letter containing any findings or

recommendation of the external auditor, including management’s

response thereto and the subsequent follow-up to any identified

internal control weaknesses;

any other matters the external auditor brings to the Committee’s

attention; and

vi.

assess the performance and consider the annual appointment of

external auditors for recommendation to the Board.

f. review the auditor’s report on all material subsidiaries;

g. review and receive assurances on the independence of the external

auditor;

h. review the non-audit services to be provided by the external auditor's firm

or its affiliates (including estimated fees), and consider the impact on the

independence of the external audit;

i. meet periodically, and at least annually, with the external auditor without

management present; and

j. recommend to the Board the approval of the audited financial statements.

5. Communications

The Committee shall:

a. be accountable to all stakeholders of the organization;

b. have open communication with management, other committee members,

and advisors, as applicable to strengthen the Committee’s knowledge of

current and prospective issues; and

c. insist on open discussions with management and the external auditor

about issues of quality and integrity.

6. Other

The Committee shall:

a. review insurance coverage of significant risks and uncertainties;

b. review with internal or external legal counsel, as appropriate, any material

litigation and its impact on financial reporting;

establish procedures for confidential, anonymous submissions of concerns

in relation to questionable accounting and other matters by employees or

volunteers of the organization (whistle blowing policies). The Committee

should ensure if the claim is legitimate then the employee or the volunteer

TORONTO CENTRAL LOCAL HEALTH INTEGRATION NETWORK

BOARD OF DIRECTORS INFORMATION MANUAL

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will not suffer any recourse; and

d. review the terms of reference for the Committee annually and make

recommendations to the Board as required.

IV.

ACCOUNTABILITY

The Committee Chair has the responsibility to make periodic reports to the

Board, as requested, on financial matters relative to the TC LHIN.

The Committee shall report its discussions to the Board by maintaining minutes

of its meetings and providing an oral report at the next Board meeting.

EVALUATION

The Committee shall conduct and present to the Board an annual evaluation of

the performance of the Committee and its members. The Committee shall report

to the Board on the proceedings at each meeting and, on an annual basis, report

on the performance of the Committee in the fulfilment of its duties under the

mandate delegated by the Board. Reporting will include the adequacy of the

terms of reference and recommend any proposed changes to the Board for

approval.

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