BOARD OF DIRECTORS FINANCE AND AUDIT COMMITTEE ...
BOARD OF DIRECTORS FINANCE AND AUDIT COMMITTEE ... BOARD OF DIRECTORS FINANCE AND AUDIT COMMITTEE ...
(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. Page 2 of 4
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) Page 3 of 4
(e) Review, guide and/or make recommendations to the Board concerning all audit<br />
matters including:<br />
(i)<br />
(ii)<br />
(iii)<br />
(iv)<br />
(v)<br />
(vi)<br />
review of audited financial statements and draft auditor’s report<br />
(annually);<br />
audit evaluation criteria (annually);<br />
evaluation and appointment of auditor (annually);<br />
auditor’s management report (semi-annually);<br />
audit fee (annually);<br />
audit plan review (annually);<br />
(vii) audit quality control processes;<br />
(viii) internal audit;<br />
(ix)<br />
(x)<br />
(xi)<br />
proposed evolving changes in accounting standards, major control<br />
deviations, fraud detection;<br />
review and ensure independence of other services provided by the<br />
external auditors; and<br />
conduct in-camera meetings with auditors excluding managers and<br />
with managers excluding auditors;<br />
(f) Advise the Risk Management Committee of any material financial risks to the<br />
hospital arising from the Committee’s responsibilities;<br />
(g) Perform such other tasks as outlined in the corporate by-law or requested by<br />
the Board;<br />
(h) Have the ability to appoint any sub-committee to carry out any responsibilities<br />
assigned to the Finance and Audit Committee. The sub-committees will report<br />
to the Finance and Audit Committee; and<br />
(i)<br />
Perform an annual review of Committee performance.<br />
Page 2 of 4
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