TERMS OF REFERENCE – FINANCE COMMITTEE Name Finance ...

TERMS OF REFERENCE – FINANCE COMMITTEE
Name
Mandate
Key Duties
Authority
Finance Committee
The Finance Committee is a standing committee of MSC. Its role is to
assist the Board of MSC in fulfilling its oversight responsibilities related
to corporate auditing and reporting, financial policies and strategies,
and financial risk management.
The Committee will perform the following key duties:
• Advise the board on MSC’s compliance with legal and regulatory
requirements.
• Determine the adequacy of MSC’s internal financial controls and
procedures for financial reporting to the Board, members and
funding agencies.
• Develop and oversee the implementation of policies to safeguard
MSC’s assets and revenue streams.
• Review and approve the scope of the annual review engagement and
accountant fees to be paid, and recommend annually to MSC
members the appointment of the review engagement accountant.
• Ensure that any problems, issues or concerns raised by the review
engagement accountant are promptly and satisfactorily addressed
by the Board and staff.
• As required, receive reports and advise the Board on any material
government investigation, litigation, contractual dispute or legal
matter.
• Advise the board on MSC’s risk management and insurance policies
and programs.
• Work with staff to prepare, review, monitor and evaluate budgets,
and present annual budgets to the Board for approval.
• On an ongoing basis provide expertise to enhance the quality of
Board discussion on financial matters, and facilitate effective Board
decision-making in this area.
• Such additional duties as may be delegated to the Committee by the
Board from time to time.
The Committee is a limited agent of the Board in relation to review
engagement matters, and is an active advisor to the Board on all other
financial matters. The Committee may establish sub-committees or Task
Forces to deal with specific issues in relation to the mandate of the
Committee. The Committee will have the authority to conduct
investigations and to retain, at MSC expense, the services of outside
resources, including legal counsel or other experts.

Composition
Meetings
Resources
Reporting
Approval
Review
Other
The Committee will be composed of the Treasurer of MSC and two
additional persons who are appointed by the Board within 30 days of the
Annual General Meeting. At least one member of the Committee will be
financially literate as such qualification is interpreted by the Board in its
business judgment. Members of the Committee will serve terms of two
years, and such terms may be renewed to a maximum of three
consecutive terms.
The Chair of the Committee will be the Treasurer. The Executive Director
will normally attend meetings of the Committee, for information
purposes. The Committee will meet by telephone or in person, as
required. Meetings will be at the call of the Chair.
The Committee will receive the necessary resources from MSC to fulfill
its mandate. The Committee may, from time to time, receive
administrative support from a MSC staff person.
The Committee will report through the Treasurer to the Board at every
meeting. The Board may, at any time, request that the Committee
present a financial report. The Committee will report to the membership,
in writing, at the Annual General Meeting.
These Terms of Reference were approved by the Board of Directors of
MSC on November 8, 2009.
The Committee will review these Terms of Reference on an annual basis
and will make recommendations to the Board on any revisions, if
warranted.
The general provisions of MSC’s Bylaws as they relate to committees
also apply.