Audit Committee

Committee description

Secretary: Mike Edge, Email: 

Committee Description

It is the role of the Audit Committee to advise and assist the governing body in respect of the entire assurance and control environment of the institution.


The duties of the Committee shall be to:

a)    Advise the governing body on the appointment of the external auditors, the audit fee, the provision of any non-audit services by the external auditors, and any questions of resignation or dismissal of the external auditors.
b)    Discuss with the external auditors, before the audit begins, the nature and scope of the audit.
c)    Discuss with the external auditors problems and reservations arising from the interim and final audits, including a review of the management letter, incorporating management responses, and any other matters the external auditors may wish to discuss (in the absence of management where necessary).
d)    Consider and advise the governing body on the appointment and terms of engagement of the internal audit service (and the head of internal audit if applicable), the audit fee, the provision of any non-audit services by the internal auditors, and any questions of resignation or dismissal of the internal auditors.
e)    Review the internal auditors’ audit risk assessment, strategy and programme and annual report; consider major findings of internal audit investigations and management response; and promote coordination between the internal and external auditors. The Committee will ensure that the resources made available for internal audit are enough to meet the institution’s needs (or make a recommendation to the governing body as appropriate).
f)    Monitor annually the performance and effectiveness of the external and internal auditors, including any matters affecting their objectivity, and make recommendations to the Council concerning their reappointment, where appropriate.
g)    Monitor the implementation of agreed audit-based recommendations from whatever source.
h)    Keep under review the effectiveness of the arrangements for risk management, culture, control and governance arrangements.
i)    Advise the Council on the arrangements in place for identifying, evaluating and controlling risks, and to monitor such arrangements.
j)    Oversee the institution’s policy on fraud and irregularity, including being notified of any action taken under that policy.
k)    Ensure that all significant losses have been thoroughly investigated and that the internal and external auditors – and where appropriate the regulator – have been informed.
l)    Satisfy itself that suitable arrangements are in place to ensure the sustainability of the institution and to promote economy, efficiency and effectiveness (Value for Money). This may include consideration of arrangements that:

  • support the culture and behaviour that is prevalent within the institution;
  • ensure the effective management of conflicts of interest; and
  • enable the appointment of ‘fit and proper persons’ to the governing body and senior executive positions.

m)   Satisfy itself that effective arrangements are in place to ensure appropriate and accurate data returns are made to external stakeholders and regulatory bodies.
n)    Receive any relevant reports from the National Audit Office, the regulator and other organisations.
o)    Monitor other relevant sources of assurance, for example other external reviews.
p)    Consider elements of the annual financial statements in the presence of the external auditors, including:

  • The auditors’ formal opinion
  • The statement of members’ responsibilities
  • The statement of internal control, in accordance with the regulator’s accounts directions.

q)    In the event of the merger or dissolution of the institution, ensure that the necessary actions are completed, including arranging for a final set of financial statements to be completed and signed.


The Committee is authorised by the Council to investigate any activity within its terms of reference. It is authorised to seek any information it requires from any employee, and all employees are directed to cooperate with requests made by the Committee.

The Committee is authorised by the Council to obtain outside legal or other independent professional advice and to secure the attendance of non-members with relevant experience and expertise if it considers this necessary, normally in consultation with the Vice Chancellor and/or President of Council.

The Audit Committee is authorised to approve all audit planning documents on behalf of the Council but will submit them for the Council’s endorsement.

The Audit Committee will review the audit of the draft annual financial statements as set out in p) above. The Committee should, where appropriate, confirm with the internal and external auditors that the effectiveness of the internal control system has been reviewed, and comment on this in its annual report to the Council.

Reporting procedures

A report of each meeting of the Audit Committee will be circulated to the Council.
The Committee will prepare an annual report covering the institution’s financial year and any significant issues up to the date of preparing the report. The report will be addressed to the Council and Vice Chancellor and will summarise the activity for the year. It will give the Committee’s opinion of the adequacy and effectiveness of the institution’s arrangements for the following:

  • risk management, control and governance (the risk management element includes the accuracy of the statement of internal control included with the annual statement of accounts); and
  • sustainability, economy, efficiency and effectiveness.

This opinion should be based on the information presented to the Committee. The Audit Committee annual report should normally be submitted to the Council before the members’ responsibility statement in the annual financial statements is signed.


The Audit Committee should periodically (and at a minimum of every four years) undertake a review of its terms of reference and its own effectiveness and recommend any necessary changes to the Council.

Frequency of Meetings

Meetings shall normally be held four times each financial year. Additional meetings may be convened if they are considered necessary.


The quorum for meetings of the Audit Committee shall be three members, at least one of whom shall be a lay member of the Council.

Members or key people

All members of the Audit Committee and its Chair shall be appointed by the Council, from among its own members, and must consist of members with no executive responsibility for the management of the institution.

There shall be no fewer than three members; a quorum shall be at least three members. The Chair of the governing body and Chair and lay members of the Finance and Resources Committee should not be members of the Audit Committee. Members should not have significant interests in the institution.

At least one member should have recent relevant experience in finance, accounting or auditing. The Committee may, if it considers it necessary or desirable, co-opt members with relevant expertise.

Current Audit Committee Membership:


Dr Mark Carawan (2023–2026)

Council Members 

Vanessa Griffiths (2023–2026)

Dr Diana Walford (2022–2025)

Co-opted Members

Sachin Date (2023-2026)

Joanne Dawson (2023-2026)

Invited to Attend

The Chief Financial Officer, the head of internal audit and a representative of the external auditor shall normally attend meetings where business relevant to them is to be discussed. The Committee has the right, whenever it is satisfied that this is appropriate, to go into confidential session and exclude any or all other participants and observers other than the Audit Committee Secretary.

Audit Committee Attendees:

The Vice Chancellor Professor Tim Jones
The Chief Financial Officer Nicola Davies
University Secretary & General Counsel Kevan Ryan
The Director of People and Services Dr Carol Costello
The Internal Auditor PwC
The External Auditor Ernst & Young LLP


Meeting dates

  • 5 October 2023, 2.00 pm
  • 10 November 2023, 12 noon
  • 9 April 2024, 2.00 pm
  • 13 June 2024, 2.00 pm

A full schedule of Committee meeting dates can be viewed here.