Audit Committee Terms of Reference

Authority

Chair and Membership

The Audit Committee shall consist of a Chair, who is a Governing Council member, and a minimum of three (3) external members chosen by Governing Council on the advice of its Governance and Nominating Committee and the Office of the Comptroller General (OCG), and as appointed by Treasury Board.

The Governing Council member appointed to be the Audit Committee Chair may not be a member of the federal public administration.

To be eligible as External Members, candidates must be independent of and external to the federal public administration, and free of any real or apparent conflict of interest. Additionally candidates must:

Members must be selected so that their collective skills, knowledge, and experience will allow the Committee to undertake its duties competently and efficiently. At least one member shall be a financial expert who possesses a professional accounting designation in good standing.

Membership shall reflect Canada's gender, linguistic, minority, regional, and Indigenous diversity.

The President of CIHR shall be an ex-officio non-voting member of the Committee.

Terms

An external member of the Committee is to serve no more than two terms and up to a maximum of six years. A single term must not exceed four years.  The President is an internal member, and therefore these limitations do not apply.

Terms are to be arranged to ensure, as much as possible, that turnover is no more than one third of members per year.

Meetings

The Committee shall meet at least twice per year at the call of the Chair or by request of the President. No alternates shall be permitted.

The President, the Chief Financial Officer (CFO), and the Chief Audit Executive (CAE) shall be expected to attend all audit-related meetings of the Committee. The Chair of the Committee may request the attendance of other CIHR officials.

The Chair shall, as necessary, invite representatives of external assurance providers to attend the Committee meeting to discuss plans, findings, and other matters of mutual concern.

The Chair shall, if necessary, ask Treasury Board of Canada Secretariat officials to attend a Committee meeting.

As part of each meeting, the Committee shall, if required, meet individually in camera with each of the following: the President, the CFO, the CAE, external assurance providers, and any other officials the Committee may identify.

Quorum

A majority of its members (50% plus 1).

Reference

Bourinot's Rules of Order, 4th Edition.

Mandate

Using a risk-based approach, reviewing all core areas specified in the Roles and Responsibilities of departmental management, control and accountability processes, as determined by the Comptroller General of Canada.

Roles and Responsibilities

The Audit Committee shall ensure that the President and the Governing Council have objective advice and recommendations on the sufficiency, quality, and results of internal audit engagements related to the adequacy and functioning of CIHR's frameworks and processes for risk management, control, and governance. Upon request of the President, the Audit Committee shall provide advice and recommendations on matters for which the President, as accounting officer, is responsible to report and on other related matters as needed. The Committee shall have no executive authority. The Committee shall, using a risk-based approach, review the following areas of responsibility:

Reporting

The President, on behalf of the Committee and if required, shall brief the relevant Minister periodically on significant items arising from the work of the Internal Audit function and the Committee. The Minister shall be offered the opportunity to meet with the Audit Committee, along with the deputy head, at least annually.

The Audit Committee shall normally report at each meeting of the Governing Council on all of its proceedings since the last meeting of the Governing Council.

The Committee shall prepare an annual report to the President and the Governing Council that:

The Committee shall respond to all matters related to the Committee's mandate as may be referred to it by the Governing Council.

CIHR will disclose proactively remuneration and expenses (including travel and hospitality) of individual external Audit Committee members, in the time and manner prescribed by the Comptroller General of Canada.

Evaluation

The Committee annually shall carry out a review of its Terms of Reference and re-affirm its membership.

Appointments

Approved at the 61st Governing Council Meeting of June 24-25, 2009.

Terms of Reference

Approved at the 54th Governing Council Meeting of March 18-19, 2008.
Last revised at the 135th Governing Council Meeting of February 24, 2021.

Conflicts of Interest

The President is responsible for ensuring that any situation that might give rise to a real or apparent conflict of interest with the Audit Committee member’s responsibilities is prevented or effectively managed.

Audit Committee members must disclose all new activities, interests or appointments in order for the President to assess whether they may impair, or be seen to impair, the member’s ability to discharge his or her duties in an independent or objective manner. This will be done at least annually and for the duration of the member’s term.

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