1. The primary function of the Audit Committee (the “Committee”) is to assist the Board of Trustees (the “Board”) of the NWTF in fulfilling its oversight responsibilities by reviewing:
    • The systems of internal controls that have been established by management and the Board;
    • All audit processes;
    • The process for identifying and recruiting audit service;
  2. Primary responsibility for the internal controls of the foundation is vested in NWTF’s management and is overseen by the Board.
  1. The audit Committee shall be comprised of seven (7) members with three (3) Board members, and four (4) non-Board members who may be management representatives or non-Board foundation members.
  2. Committee members shall be appointed by the Board in accordance with the Guidelines for Committees of the Board in section 2N.
  3. Any Committee member may be removed by the Board.
  4. Each Committee member shall be financially literate , or shall become financially literate in a reasonable amount of time following appointment to the Committee.
  5. The Committee shall operate in a fashion that is consistent with the Guidelines for Committees of the Board, which are outlined in section 2N of the Board Governance Manual.
  6. 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.
  7. 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.
  8. 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.
  9. The Committee provides open avenues of communication among management, employees, external auditors and the Board
  10. The Committee shall meet at least twice per year.
  11. The secretary to the Committee will be the administrative assistant functioning as the Board secretariat.
  1. For External Audit, the Committee shall:
    • 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; and
    • Review and discuss any significant proposed changes in financial reporting and accounting policies and practices to be adopted by NWTF.
  2. For Internal Control, the Committee shall 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:
    • 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;
    • Monitoring compliance with applicable laws and statutory requirements.
    • Review the selection of external auditors at least every three (3) years