The Board of Regents shall appoint an Audit and Risk Committee in accordance with the following terms:

A. COMPOSITION
The Committee shall comprise:

1. Four (4) members from the Board of Regents to be appointed by the Chair of the Board who shall designate one (1) member to be Committee Chair and one (1) member to be Committee Vice-Chair. To the extent possible, these members should have financial expertise.
   
   
2. The following ex-officio members:
   
   i. The Chair of the Board of Regents;
   ii. The President and Vice-Chancellor; and,
   iii. The Provost and Vice-President (Academic).
   
   
3. The following non-voting, ex-officio members:
   
   i. The other Vice-Presidents;
   ii. The Executive Director, Office of the Board of Regents.
   
   
4. The General Counsel who shall be invited to attend all meetings of the Committee in a non-voting capacity to provide advice to the Committee related to its business.
   
   
5. The Secretary to the Board of Regents who shall serve as non-voting secretary of the committee.

Other individuals may be invited by the Committee Chair to attend meetings in a non-voting capacity as necessary.

The appointed members shall serve for two years.

B. QUORUM
Quorum shall be a majority of voting members.

C. OBJECTIVE
To provide assistance to the Board of Regents in fulfilling its legal and fiduciary obligations in relation to oversight, reporting, operational and compliance risk.

D. RESPONSIBILITIES

1. To recommend the appointment of the external auditors. To approve the engaging of other audit specialists as needed.
   
   
2. To approve the annual external audit plan, considering scope, timing and deadlines.
   
   
3. To review the results of the external auditor’s report of the University’s financial statements before the report is submitted to the Board for approval, including an in camera meeting with the external auditor, at which time the vote on the final audit report will be conducted.
   
   
4. To monitor the selection and application of accounting principles and practices, advising the Board where weaknesses exist and recommending remediation.
   
   
5. To establish and monitor, on behalf of the Board of Regents, the internal audit function for the University and to ensure the adequacy of internal control systems. To undertake all other responsibilities as prescribed for the Committee in the Memorial University of Newfoundland Internal Audit Activity Charter including review and approval of the annual internal audit plan. The Internal Audit Activity Charter is attached to these Terms of Reference as Schedule A. Members of the administration will abstain from voting on any motions related to the internal audit activities.
   
   
6. To review and recommend to the Board approval of the statement of risk appetite as articulated by the Administration.
   
   

7. To receive reports, at least every semester, from the administration on matters relating to risk and to ensure that the Board is informed of residual risk that is outside the Board risk appetite.

8. To review the University’s risk profile and to continually assess the robustness of risk management practices.

9. To set annual audit priorities using a risk-based approach.

10. To recommend to the Board new policies or changes in existing policies in the area of audit and risk.
    
    
11. To ensure statutory compliance and strategic alignment of the University’s Separately Incorporated Entities.
    
    
12. To review other audit and risk matters as may be directed by the Board.
    
    
13. To act on behalf of the Board in the appointment and removal of directors of the following Separately Incorporated Entities (SIEs):
    
    i. Campus Childcare Inc.
    ii. Canadian Centre for Fisheries Innovation
    iii. Genesis Group Inc.
    iv. Memorial University Recreation Complex

Approved February 2, 2017