The primary function of the Audit Committee is to assist the Board of Trustees (the “Board”) of NWTF in fulfilling its oversight responsibilities ensuring that NWTF has in place an independent internal audit function that provides an independent and objective assurance, and consulting services designed to add value and improve NWTF’s operation by:
- Ensuring that Management has established a system of internal controls that provides an independent risk-based assurance service to the Board, and Management, focusing on reviewing the effectiveness of the governance and control processes in:
– Promoting the right values and ethics.
– Ensuring effective performance management and accounting.
– Communicating risk and control information; and
– Coordinating the activities and information among the Board, external auditors and management. - Reviewing all audit processes.
- Reviewing and approving the annual audit plan based on the company’s risk assessment.
- Reviewing NWTF’s compliance to relevant laws, rules and regulations, contractual obligations and other commitments which could have a significant impact on the organization.
- Reviewing and assessing the efficiency and effectiveness of the Internal Control System in all areas of the organization.
- Evaluating the efficiency and effectiveness of the Internal Audit function. The Primary responsibility for the internal controls of the Foundation is vested in NWTF’s management and is overseen by the Board.
- The Audit Committee shall be comprised of five (5) members with three (3) Trustees and two (2) non-Trustee/ non-management Foundation members.
- Committee members shall be appointed by the Board in accordance with Part II Governance Structures, Section 2E. Board Operating Guidelines, (m) Committee Chairs and Committee Members.
- Any Committee member may be removed by the Board.
- Each Committee member shall be financially literate1, or shall become financially literate in a reasonable amount of time following appointment to the Committee.
- The Committee shall operate in a fashion that is consistent with the guidelines for Committees of the Board, which are outlined in Part II Governance Structures, Section 2M Board Committees and Mandates, and Section 2N Guidelines for Committees of the Board.
- NWTF’s auditors shall be advised of the names of the Committee members and will receive notice of meetings of the Committee and have the ability to attend and be heard at those meetings should the auditors believe there are issues which should be brought to the Board’s attention.
- The Committee shall meet with the external auditors as it deems appropriate to consider any matter that the Committee or auditors determine should be brought to the attention of the Board.
- The Committee has access to NWTF’s senior management and documents as required to fulfill its responsibilities and is provided with the resources necessary to carry out its responsibilities.
- The Committee provides open avenues of communication among management, employees, external auditors, and the Board.
- The Committee shall meet at least twice per year.
- The Corporate Secretary shall record and safekeep the minutes and notes of the Committee meetings.
- External Audit
The Committee will:- Review and recommend to the Board, for approval by the membership, the engagement of the external auditor.
- Review and recommend to the Board, the annual audit fees.
- Meet with the external auditor to discuss NWTF’s annual financial statements and the auditor’s report, including the appropriateness of accounting policies and underlying estimates.
- Review and inform the Board with respect to planning, conduct and reporting of the annual audit.
- Meet at least annually with the external auditors without management present.
- Review and discuss the appropriateness of accounting policies and financial reporting practices used by NWTF.
- Review and discuss any significant proposed changes in financial reporting and accounting policies and practices to be adopted by NWTF; and
- Review the selection of external auditors at least every three (3) years
- Internal Control
The Committee will review and obtain reasonable assurance that the internal control system is operating effectively to produce accurate, appropriate, and timely management and financial information. This includes:- Reviewing the Internal Audit Plan for the year based on the risk-framework and priorities approved by the Board.
- Obtaining reasonable assurance that the systems of internal controls are properly designed and effectively implemented through discussions with and reports from both management and the external auditor.
- Reviewing the efficiency and effectiveness of the internal control system of all areas of the corporation.
- Evaluating operations or programs to ascertain whether results are consistent with established objectives and goals, and whether the operations or programs are carried out as planned.
- Monitoring compliance with applicable laws and statutory requirements.
- Reviewing the effectiveness and efficiency of the Internal Audit process.
