BOARD OF DIRECTORS FINANCE AND AUDIT COMMITTEE ...

BOARD OF DIRECTORS
FINANCE AND AUDIT COMMITTEE
TERMS OF REFERENCE
1. ROLE
The Finance and Audit Committee provides support to the Board in fulfilling its
responsibilities to ensure financial and organizational viability by recommending fiscal
resource policies, recommending actions for the allocation of the hospital’s resources,
providing oversight of the hospital’s financial performance and capital redevelopment
projects and for reviewing and advising the Board of the financial status of the hospital
and the financial risks to which the hospital is exposed.
2. COMMITTEE RESPONSIBILITIES
The Committee shall:
(a) Oversee the integrity of the Corporation’s financial affairs, audit, information
technology and capital building resources;
(b) Develop an annual work plan of goals and objectives that fulfills the
responsibilities of the Committee for Board approval;
(c) Periodically review the Board policies related to financial and organizational
viability and recommend changes as required to the Board for approval;
(d) Review, guide and/or recommend to the Board resource issues to include:
(i)
(ii)
(iii)
(iv)
(v)
(vi)
corporation’s capital and operating plan;
Accountability Agreements as required by government;
forecasting/planning;
performance of investment counsel and compliance with Statement
of Investment Policy and Procedure (SIPP);
financial stewardship principles/protocols (as appropriate);
corporation’s insurance;
(vii) financial statements (minimum quarterly); and
(viii) revenue generating opportunities;
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(e) Review, guide and/or make recommendations to the Board concerning all audit
matters including:
(i)
(ii)
(iii)
(iv)
(v)
(vi)
review of audited financial statements and draft auditor’s report
(annually);
audit evaluation criteria (annually);
evaluation and appointment of auditor (annually);
auditor’s management report (semi-annually);
audit fee (annually);
audit plan review (annually);
(vii) audit quality control processes;
(viii) internal audit;
(ix)
(x)
(xi)
proposed evolving changes in accounting standards, major control
deviations, fraud detection;
review and ensure independence of other services provided by the
external auditors; and
conduct in-camera meetings with auditors excluding managers and
with managers excluding auditors;
(f) Advise the Risk Management Committee of any material financial risks to the
hospital arising from the Committee’s responsibilities;
(g) Perform such other tasks as outlined in the corporate by-law or requested by
the Board;
(h) Have the ability to appoint any sub-committee to carry out any responsibilities
assigned to the Finance and Audit Committee. The sub-committees will report
to the Finance and Audit Committee; and
(i)
Perform an annual review of Committee performance.
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3. MEMBERSHIP
(a) The Committee shall consist of:
(i)
(ii)
(iii)
(iv)
(v)
(vi)
the Treasurer of the Board, who shall serve as Chair;
at least three other elected Directors, one of whom shall serve as
vice-chair;
one non-Director community representative appointed by the Board;
one non-Director appointed by the Board on the recommendation of
the Foundations;
the Board Chair;
the President and CEO; and
(vii) a Professional / Medical Staff representative appointed by the Board
consistent with process outlined in Board Policy V-B-3 Nomination
Process for the Chair, Directors and Non-Director Members of
Board Standing and Special Committees
(b) At least one member of the Committee must be a Professional Accountant and
a minimum of two other members of the Committee must be financially literate. 1
4. ACCOUNTABILITY AND REPORTING RELATIONSHIP
The Finance and Audit Committee is accountable to and reports to the Board.
5. QUORUM
A majority of members shall constitute a quorum, provided that the majority of these
members are elected Directors. Ex-officio Directors on the Committee shall not be
members of the Committee for purposes of the audit and shall attend matters relating to
the annual audit on the invitation of the chair.
1
1.5 Meaning of Financial Literacy -- An individual is financially literate if he or she has the ability to read and understand
a set of financial statements that present a breadth and level of complexity of accounting issues that are generally
comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the issuer’s
financial statements. (OSC MULTILATERAL INSTRUMENT 52-110)
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6. MEETING SCHEDULE
The Finance and Audit Committee shall meet at least eight times per year between
September and June or at the call of the chair.
7. STAFF AND RESOURCE SUPPORT
The CFO or Senior Executive responsible for financial matters shall provide staff and
resource support to the Committee.
8. DATE OF LAST REVIEW AND APPROVAL
Board of Directors in February 2012.
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