THE HAVEN FOUNDATION

AUDIT AND FINANCE COMMITTEE

TERMS OF REFERENCE

 

 

A.            OVERVIEW AND PURPOSE

 

The  Audit and Finance Committee (the “Committee”) is responsible to the Board of Directors (the “Board”) of the Haven Foundation (the “Foundation”).  The Committee approves,  monitors, evaluates, advises and makes recommendations, in accordance with these terms of reference, on matters affecting the financial affairs of the Foundation, including the external audit, financial reporting and accounting control policies and practices of the Foundation.

The Committee is a standing committee of the Board.  

 

 

B.            MEMBERSHIP AND ATTENDANCE AT MEETINGS

 

1.                    The Committee shall be comprised of at least three Board appointed members, of whom at least two shall be members of the Board.

2.                    The Chair of the Committee shall be a member of the Board and shall be appointed by the Board.

3.                    The Chair of the Board (or if there are Co-Chairs, one of the Co-Chairs as they shall choose) shall be an ex-officio member of the Committee. The said Chair of the Board shall count as one of the members appointed by the Board for the purpose of compliance with paragraph B1 and shall so count for the purpose of determining a quorum. The Executive Director, the Secretary Treasurer and the Director of Finance shall be additional ex-officio members of the Committee.

4.                    Attendance at Committee meetings, other than the Committee members, will be at the invitation of the Committee.

C.            DUTIES AND RESPONSIBILITIES

 

1.                    To review and monitor all financial reporting to the Board.

2.                    To review the annual operating and business plan, including the operating and capital budgets, and make recommendations thereon to the Board.

3.                    To review the financial reporting systems to ensure that they provide accurate and timely information to management regarding the financial impact of Haven core programming and resort facilities so that management can make appropriate recommendations thereon to the Board .

4.                    To oversee the management of assets and liabilities and make appropriate recommendations thereon to the Board.

5.                    To review, and recommend to the Board for approval, the annual  financial statements of such other financial statements for approval at the annual general meeting.

6.                    To consider and, if deemed appropriate, monitor the development of an annual report to the community, donors and other stakeholders.

7.                    To review management’s assessment, on an annual basis, of the significant business risks and uncertainties pertaining to the Foundation and plan for the mitigation of such risks and report thereon to the Board.

8.                    To review and assess, in conjunction with management and the external accountants or auditors:

a)                   the appropriateness of accounting policies and financial reporting used by the Foundation.

b)                   any significant proposed changes in financial reporting and accounting policies and practice to be adopted by the Foundation.

c)                   any new or pending developments in accounting and reporting standards that may have an impact on the Foundation.

d)                   the accountant’s or auditors’ assessment of the significant business risks and uncertainties pertaining to the Foundation as developed by management.

e)                   the key estimates and judgments of management that may be material to the financial reporting of the Foundation.

9.                    To assess the performance and consider the annual appointment of the  auditor for the recommendations to the Board for ultimate appointment at the annual general meeting.

10.                 To review and approve the terms of the annual external accountants or auditors engagement including, but not limited to the following matters:

a)                   Staffing

b)                   objectives and scope of  audit work

c)                   materiality limits

d)                   audit reports required

e)                   areas of audit risk

f)                    timetable

g)                   the proposed fees

11.                 To review and approve the annual engagement letter with the external accountants or auditors and ensure there is a clear understanding between the Board, the Committee, the accountants or auditors and management that the accountants or auditors report directly to the Board and the membership through the Committee.

12.                 To review with the external accountants or auditors the results of the annual financial review or audit examination including, but not limited to the following:

a)                   any difficulties encountered or restrictions imposed by management during the annual audit.

b)                   any significant financial or accounting reporting issues

c)                   the accountant’s or auditors’ evaluation of the system of internal accounting controls, procedures and documentation

d)                   the post-audit or management letter containing any findings or recommendations of the external accountants or auditors including management’s response thereto and the subsequent follow-up to any identified

e)                   any other matters which the external accountants or auditors should bring to the attention of the Committee.

13.                 To meet with the external accountants or auditors , at least annually or as requested by the Board or accountants/auditors, without management representatives present and to meet with management at least annually without the external accountants or auditors present.

14.                 To obtain reasonable assurance, by discussions with, and by reports from, management and the external accountants or auditors, that the accounting systems are reliable and that the system of internal controls is effectively designed and implemented.

15.                 At least annually, to request the external accountants or auditors to provide their views on the quality (not just acceptability) of the annual reporting of the Foundation.  Such quality assessment should encompass judgments about the appropriateness, aggressiveness orconservatism of estimates and elective accounting principles or methods and judgments about the clarity of disclosures.

16.                 To ensure that appropriate internal controls and approval policies and practices concerning compliance with all lawful requirements, including GST, federal, provincial and local taxes, employment withholdings, workers’ compensation, vacation pay and severance allowances, management and employees of the Foundation are in place.  To review, on and after-the-fact bases, the expense accounts of the Board and senior management of the Foundation.

17.                 On a periodic basis, to review the adequacy of insurance coverage carried by the Foundation and to consider the need for directors’ and officers’ liability insurance coverage.

18.                 To request such information and explanations regarding the accounts of the Foundations as the Committee may consider necessary and appropriate to carry out its duties and responsibilities.

19.                 To consider any other matters which, in the opinion of the Committee or at the request of the Board would assist the Board to meet its responsibilities.

20.                 To review annually the terms of reference for the Committee and to recommend any required changes to the Board for approval.

21.                 To provide reports and minutes of meetings to the Board.

D.            COMMITTEE PROCEDURES

       

1.         Meetings of the Committee shall be held as required

2.         Committee meetings may be called by the Committee Chair or by a majority of the Committee members.  Management shall be notified when a meeting is called.

3.         Meetings shall be chaired by the Committee Chair or, in the absence of the Chair, by a member chosen by the Committee from among themselves.

4.         A quorum for the transaction of business at any meeting shall be a majority of the members of the Committee which shall include a majority of the members of the Committee appointed by the Board.

5.         Management shall provide for the delivery of notices, agendas, and available related materials to the Committee no later than the day prior to the date of the meeting; however, it should be standard practice to deliver the agenda and materials for consideration at the meeting at least five days prior to the meeting except in unusual circumstances.

6.         Committee decisions shall, wherever possible, be made by consensus. For the purpose of these Terms of Reference, consensus shall mean the absence of a dissenting opinion.

7.         Where consensus is not reached, decision shall be by majority vote with the Chair having one vote. Where there is a tie vote, the Chair shall not have a second or deciding vote and the resolution fails. Where there are dissenting votes, those votes shall be recorded and the Board would encourage those casting dissenting votes to present a summary of their dissenting views for the consideration of the Board when the committee presents its report.

8.         Where the committee is reviewing a matter, or otherwise preparing a report to the Board for action by it, all members of the committee (ex officio and Board appointed) shall have full voice and vote. Where, the committee is taking action on its own (for example in reference to paragraph 15 of these Terms of Reference) or approving a matter without further reference to the Board, all committee members shall have full voice, but only those committee members appointed by the Board shall have a vote.

9.         Meetings may be conducted with members present, or by telephone or other communications facilities which permit all persons participating in the meeting to hear or communicate with each other.

10.      A written resolution signed by all Committee members entitled to vote on that resolution at a meeting of that Committee is as valid as one passed at a Committee meeting.

11.      The members of the Committee shall appoint a Secretary of each meeting and the person so appointed shall keep minutes of that meeting.

12.      Minutes of the meetings of the Committee, prepared in draft shall be distributed by the Secretary to all members of the Committee within five days of each meeting and shall be submitted for approval at the next regular meeting of the Committee.

 

 

Adopted September ___2008