Regulations for Committees Reporting Directly to Council or one of its Main Committees

8.1. (1) All members of the committee, save for the Chair, shall serve for five years and shall be re-eligible for reappointment for one further and final period of five years;

(2) The Chair shall serve for a period of four years and shall be re-eligible for reappointment for one further and final period of four years.

8.2. The Audit and Scrutiny Committee shall consist of:

(1) an external member of Council appointed by Council who shall not be a member of any other body or hold any position, which in the view of Council involves executive authority within the University, who shall chair the committee;

(2)–(5) four external persons appointed by Council, at least two of whom shall have experience at a senior level in the non-public sector and all of whom shall bring relevant expertise to the working of the committee; ¹

(6) the Chair of the Conference of Colleges ex officio;

(7) one member of Congregation elected by Congregation from among members of the faculties in the Divisions of Mathematical, Physical and Life Sciences and of Medical Sciences who shall not serve on Council or the Finance Committee or on any committee which in the view of Council has main line executive authority within the University, or hold any office in the University or any college which involves executive authority;

(8) one member of Congregation elected by Congregation from among members of the faculties in the Divisions of Humanities and Social Sciences who shall not serve on Council or the Finance Committee or on any committee which in the view of Council has main line executive authority within the University, or hold any office in the University or any college which involves executive authority;

(9) one member of Congregation, not necessarily being a member of any division and not in any case being nominated in a divisional capacity, who shall be elected by Congregation who shall not serve on Council or the Finance Committee or on any committee which in the view of Council has main line executive authority within the University, or hold any office in the University or any college which involves executive authority.

8.3. The quorum for the committee shall be not less than four members of the committee.

8.4. The committee shall expect to receive full co-operation from all staff and students of the University and shall:

(1) be entitled to place on the agenda of Council for discussion any matter which the committee deems it appropriate and necessary for Council to consider. The minute of any matter discussed by Council in this way shall be promptly reported to the committee;

(2) pursuant to regulation 8.5, call for any investigation that it considers necessary and to call any individual or call for any document or documents relevant to any such investigation that it considers necessary;

(3) receive any relevant reports from the National Audit Office, HEFCE and other organisations;

(4) receive the minutes and annual internal audit programme of the Oxford University Press Audit Committee as well as regular reports from the chairman of that committee; consider any matters arising out of those minutes or reports which are of concern to the Audit Committee of the University and ask for further investigation and reporting as necessary;

(5) receive an annual report from the Oxford University Press Audit Committee in preparation for the drafting of the Annual Report of the Audit Committee of the University for submission to Council and Congregation;

(6) receive and consider requests for internal audit reviews submitted by twenty or more members of Congregation via the Proctors and Assessor;

(7) keep under review the effectiveness of the risk management, control and governance arrangements, including reviewing the external auditors' management letter, the internal auditors' annual report, and all management responses;

(8) undertake audit reviews, including project reviews, at the request of Council;

(9) oversee the institution's policy on fraud and irregularity, including being notified of any action taken under that policy;

(10) satisfy itself (a) as to the proper use and control of the public funds transferred from the University to the colleges and (b) that appropriate arrangements are in place concerning the delivery of value for money in relation to those funds; and report annually on these matters to Council;

(11) review the internal auditors' audit risk assessment, strategy and audit plan; consider major findings of internal audit investigations and the management responses; and promote co-ordination between the internal and external auditors, ensuring that the resources made available for internal audit are sufficient to meet the institution's needs;

(12) monitor the implementation of agreed audit-based recommendations, from whatever source;

(13) ensure that all significant losses have been properly investigated and that the internal and external auditors, and where appropriate the HEFCE accounting officer, have been informed;

(14) consider and recommend to Council the appointment of the external auditors, the audit fee, the provision of any non-audit services by the external auditors and any questions of resignation or dismissal of the external auditors;

(15) agree with the external auditors, before the audit begins, the nature and scope of the audit;

(16) discuss with the external auditors problems and reservations arising from the interim and final audits, including a review of the management letter incorporating management responses, and any other matters the external or internal auditors may wish to discuss (in the absence of management where necessary);

(17) consider and decide on the appointment and terms of engagement of the internal audit service (and the head of internal audit, if applicable), the audit fee, the provision of any non- audit services by the internal auditors and any questions of resignation or dismissal of the internal auditors;

(18) monitor annually the performance and effectiveness of external and internal auditors, including any matters affecting their objectivity, and to make recommendations to Council concerning their reappointment, where appropriate;

(19) consider the annual financial statements in the presence of the external auditors, including the auditors' formal opinion, the statement of members' responsibilities and the statement of internal control, in accordance with HEFCE's Accounts Directions;

(20) report annually to Council and thereafter to Congregation on activity for the year, drawing attention to significant issues and providing the committee's opinion on the adequacy and effectiveness of the institution's arrangements for the following:

(a) risk management, control and governance (the risk management element includes the accuracy of the statement of internal control included with the annual statement of accounts);

(b) economy, efficiency and effectiveness (Value for Money);

(21) request to Council that any matter, which in the view of the committee merits special and immediate consideration, be brought to Congregation's attention at any time during the academic year;

(22) publish on the Oxford intranet within one month of acceptance by the committee the full opinion in each internal audit report, including reports produced under sub-section (7) or the summary produced on why such a requested review is considered unnecessary, save for the opinion in any report that the committee considers requires immediate reference to Council;

(23) The full report of any internal audit review, except any report referred to Council, will be available for consultation by arrangement with the secretary of the committee.

8.5. Scrutiny is the process of structured inquiry or investigation using the committee's formal resources into failures, alleged failures, or risks of failure, of operations and of process in the University at large, as determined by the committee.

¹ If and when there are more lay members on Council changes may be required to meet the HEFCE requirement that at least three of these members are lay members of Council.