Audit Committee

1.

Terms of Reference

The following Terms of Reference and associated responsibilities of the Audit Committee cover all the operations of the University and its subsidiary companies:

1.1

to review the consistency and appropriateness of the accounting policies of the University and to oversee the preparation of the annual financial statements of the University and its subsidiary companies for submission to the Council for approval;

1.2

to consider and make recommendations regarding the appointment of external auditors, including the agreement of the audit fee, and to monitor their effectiveness including matters affecting their independence and objectivity;

1.3

to approve the annual work plan, and to review the reports of the Internal Audit Office regarding the assessment of the effectiveness of the University’s internal control and risk management systems and to ensure that appropriate action is taken by the University management to address the issues raised in the findings of the Office;

1.4

to approve the staffing levels of the Internal Audit Office, including the remuneration and terms of appointment of the audit staff, and to consider any question of the resignation or dismissal of the head of the Office;

1.5

to monitor and review the effectiveness and performance of the work of the Internal Audit Office and ensure proper resources are allocated to facilitate the execution of its work;

1.6

to commission any investigation on any matters as the Committee deems necessary, or referred to it by the Council;

1.7

to oversee the University’s policies on fraud and risk management, including the effectiveness of any action taken under these policies; and

1.8

to submit to the Council an annual report on its work and the results of the work undertaken by the Internal Audit Office.

Notes:

(a)

The annual financial statements audited by the University's auditors should be sent to the Finance Committee as it presents the final outcome of the University’s investments for the financial year.

(b)

To enhance communication between the Finance Committee and the Audit Committee for matters relevant to both Committees, cross-membership between the committees is recommended.

(c)

The modus operandi regarding the audit of the annual financial statements includes:

(i)

to meet with the external auditor to discuss their annual audit plan, results of the annual audit and recommendations, and to review management letters prepared by them, if any;

(ii)

to consider the necessary actions required to ensure recommendations from the external auditors are properly addressed and acted upon.

2.

Membership

Chairman:

Lay member of Council

Members:

Five lay members of Council

One external member

In attendance:

Vice-President (Administration)

Director of Finance

Director of Internal Audit Office

Secretary:

Secretary to Council