Audit Committee

St. Olaf College Board of Regents

Audit Committee

Committee Charter

Approved by the Board of Regents on June 2017

Mission

The Audit Committee assists the Board of Regents in fulfilling its responsibilities for oversight of the quality and integrity of the accounting, auditing and reporting practices of the college.

Roles and Responsibilities

The Audit Committee will have the authority and resources necessary to discharge its duties and responsibilities. It is empowered to:

  • appoint and oversee the work of the independent public accounting firm;
  • conduct or authorize investigations into any matters within the scope of its responsibilities as it shall deem appropriate;
  • retain independent counsel, accountants, consultants, or other experts to advise the committee;
  • address disagreements between staff and the independent auditor regarding financial reporting;
  • pre-approve all services of the independent auditor;
  • meet with the college’s officers and staff, external auditors, and outside counsel, as necessary; and
  • have access to the college’s books, records, facilities, and personnel.

External audit and financial statements

College officers and staff are responsible for determining that the college’s financial statements are complete, accurate, and in accordance with generally accepted accounting principles.  The independent auditor is responsible for planning and conducting audits of the college’s financial statements.  The Audit Committee relies on the expertise and knowledge of officers, staff, and the independent auditor in carrying out its oversight responsibilities.  The committee will:

  • review the performance of the external auditor and approve the hiring of the external auditor, considering Partner rotations at five year intervals;
  • consider the independence of the external auditor, discussing any potential relationships that could cause a real or perceived conflict;
  • approve the external auditors’ proposed audit scope and fees;
  • review matters required to be communicated from external auditors and significant accounting and reporting issues;
  • review the results of the performed audits with college staff and the external auditors;
  • approve the audits of the financial statements, federal awards, and benefit plans; and
  • review with an independent auditor the level of outstanding debt, the amount of annual debt service, and such other matters related to the reporting of debt and debt service in the financial statements of the college.

 Regulatory filings

The committee will:

  • review and approve the college’s IRS Form 990.

 Internal controls over financial reporting

College officers are responsible for establishing satisfactory internal control procedures.  The committee will:

  • consider the effectiveness of the college’s internal controls
  • understand the scope of management’s and external auditors’ review of internal control over financial reporting, and obtain reports on significant findings and recommendations, together with staff’s responses.

 Risk assessment and compliance

It is the responsibility of the college’s officers to assess and manage risks; to delegate or conduct investigations; and to assure compliance with laws and regulations, the college’s standards of business conduct, codes of ethics, internal policies, procedures and controls. The committee will:

  • review the effectiveness of the college’s internal process for monitoring compliance with laws and regulatory agencies;
  • review the college’s processes to manage Information Technologies risks;
  • review the college’s processes to manage enterprise risks;
  • obtain regular updates from college staff regarding findings of any examinations by regulatory agencies, any auditor observations, and the findings of the risk assessment work;
  • review any findings and determine corrections are made when deficiencies are found;
  • review the process for identifying conflicts of interest and ensuring that related party matters for both Regents and employees are handled properly; and
  • review the process for communicating any code of conduct (hotline, etc.) to college staff and faculty and the Board of Regents, and for monitoring compliance therewith.

 Other duties

The committee will:

  • evaluate the committee’s and individual members’ performance on a regular basis; and
  • confirm annually that all responsibilities outlined in this charter have been carried out.

Composition

The committee shall consist of at least five members, including its ex officio members.  The Chair of the Board of Regents and the President of the College shall be ex officio voting members of the Committee.  The committee chair, and at least two other members of the committee, shall be Regents appointed by the Chair of the Board of Regents.  The committee may include one or more non-Regent members appointed by the Chair of the Board of Regents, so long as a majority of the committee members are Regents.  Non-Regent members may serve for a maximum of five years.  At least one member of the committee shall in the judgment of the Board be an “Audit Committee financial expert.”

The Vice President and Chief Financial Officer shall serve as a non-voting staff liaison to the committee.

Meetings and Reporting

The committee normally shall meet at least three times per year, at such times and places as the committee shall determine.   Members may participate in any meeting of the committee by means of conference telephone or other form of remote communication that enables persons not physically present in the same location to communicate with each other on a substantially simultaneous basis.  A quorum of any meeting of the committee shall consist of a majority of its appointed members for the purpose of taking any action other than adjourning the meeting.  If a quorum of committee members is not present, a majority of those present may adjourn the meeting   Independent auditors shall report directly to the committee.

The committee chair, in collaboration with a staff liaison, shall establish the agendas for meetings.  Meeting agendas shall include an executive session to discuss matters that the committee or auditors believe should be discussed privately.  The staff liaison shall provide the agenda and any other relevant materials to committee members in advance of each meeting.  The committee shall maintain minutes of all its actions and communicate them promptly to the full Board of Regents.

Review of Charter

This charter shall be reviewed regularly by the committee, and any proposed changes shall be submitted to the Nominating and Governance Committee for review and approval.  The Nominating and Governance Committee shall refer significant changes to the full Board of Regents for review and approval.