Audit Committee Terms of Reference Membership The Board shall appoint an Audit Committee. All members of the committee shall be independent non-executive board members or members of Council. The committee shall consist of not less than three members. A quorum shall be two members. The chair of the committee shall be the Hon. Treasury if eligible or another member elected by the committee. At least one member of the committee should have recent and relevant financial experience. Meetings No one other than audit committee members shall be entitled to attend meetings. The committee may invite other attendees such as executive management, bookkeeping/accountancy staff or external auditors at its discretion. There should be not less than three meetings annually, scheduled to coincide with key dates in the financial reporting and audit cycle. There should be one meeting annually (or part thereof) where the committee meets the external auditor without other attendees. This is likely to follow the annual audit. Authority The committee is authorised by the Board to: Investigate any activity within its terms of reference; Seek any information it requires from any employee of the organisation; and Obtain outside legal or other professional advice if considered necessary. Duties Financial Reporting To review and challenge the actions and judgements of executive management in relation to financial performance. Particular attention should be paid to The annual budgeting process Review of management accounts and assessment of actual outturn versus budget Unusual transactions or those requiring a significant element of uncertainty or judgement * Compliance with accounting standards and policies * The going concern concept * Any other topics as requested by the Board Internal Controls and Risk Management To ensure that proper books of account are maintained and that monthly management accounts are prepared, reviewed and made available to the board; To ensure that An Taisce employs adequate bookkeeping staff or engage external bookkeepers; To monitor the integrity of the organisation’s internal financial controls; and Given the absence of an internal audit function, to decide whether independent reviews of any aspects of the organisation’s system of financial controls should be commissioned. External Audit To oversee the organisation’s relationship with its external auditors including recommendations on their appointment, removal, terms of engagement and remuneration; To meet with the external auditors before the annual audit commences to discuss and agree the nature and scope of the audit; and To meet with the external auditors after the completion of the audit to review findings and the content of the management letter. Approved by Council on 11th February 2016.