8.1. The Audit and Scrutiny Committee shall consist of:
(1) an external member of Council appointed by Council who shall not be a member of any other body or hold any position, which in the view of Council involves executive authority within the University, who shall chair the committee;
(2)–(5) four external persons appointed by Council, at least two of whom shall have experience at a senior level in the non-public sector and all of whom shall bring relevant expertise to the working of the committee;
(6) a Head of House appointed by the Conference of Colleges;
(7) one member of Congregation elected by Congregation from among members of the faculties in the Divisions of Mathematical, Physical and Life Sciences and of Medical Sciences who shall not serve on Council or on any committee which in the view of Council has mainline executive authority within the University, or hold any office in the University or any college which involves executive authority;
(8) one member of Congregation elected by Congregation from among members of the faculties in the Divisions of Humanities and Social Sciences who shall not serve on Council or on any committee which in the view of Council has mainline executive authority within the University, or hold any office in the University or any college which involves executive authority;
(9) one member of Congregation, not necessarily being a member of any division and not in any case being nominated in a divisional capacity, who shall be elected by Congregation who shall not serve on Council or on any committee which in the view of Council has mainline executive authority within the University, or hold any office in the University or any college which involves executive authority.
8.2. The Director of Assurance, the Chief Financial Officer (or their nominee), the Registrar and the internal auditors shall normally be in attendance at the meetings of the committee; other individuals, including representatives from the external auditors, will be invited to attend as appropriate.
8.3. No member of the committee may at the same time also be a member of the Finance Committee or the Planning and Resource Allocation Committee.
8.4. All members of the committee shall serve for three years and shall be eligible for reappointment for one further and final period of three years.
8.5. The quorum for the committee shall be not less than four members of the committee, of whom at least one shall be a member appointed under 8.1(1)–(5) above.
8.6. The committee shall expect to receive full co-operation from all staff and students of the University in relation to all aspects of the committee's activity.
8.7. The committee shall provide independent assurance to assist Council in fulfilling Council’s responsibilities for ensuring the adequacy and effectiveness of the University’s arrangements for risk management; control; governance; compliance with the legal and regulatory framework the University operates within (this includes the culture and behaviour that is prevalent within the institution and arrangements that can affect reputation); ethical and other behaviours, including whistleblowing; sustainability and economy, efficiency and effectiveness (value for money); and the management and quality assurance of data submitted to the Higher Education Statistics Agency (‘HESA’), the Student Loans Company, and to the Office for Students and the other funding bodies. In particular, the committee shall:
(1) request to Council that any matter, which in the view of the committee merits special and immediate consideration, be brought to Congregation's attention at any time during the academic year;
(2) be entitled to place on the agenda of Council for discussion any matter which the committee deems it appropriate and necessary for Council to consider. The minute of any matter discussed by Council in this way shall be promptly reported to the committee;
(3) be entitled to discuss any matters its members may wish to raise, in the absence of University officers and/or the external and internal auditors;
(4) in respect of the University's external audit arrangements:
(a) consider and recommend to Council annually the appointment of the external auditors, the audit fee, the provision of non-audit services by the external auditors and any questions of resignation or dismissal of the external auditors;
(b) monitor annually the performance and effectiveness of external auditors, including any matters affecting their independence and objectivity, and make recommendations to Council concerning their reappointment, where appropriate;
(c) agree with the external auditors, before the audit begins, the nature and scope of the audit;
(d) 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;
(5) in respect of the University's internal audit arrangements:
(a) consider and decide 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 non-audit services by the internal auditors and any questions of resignation or dismissal of the internal auditors;
(b) monitor annually the performance and effectiveness of internal auditors, including any matters affecting their independence and objectivity;
(c) review the internal auditors' audit risk assessment, strategy and audit plan;
(d) consider major findings of internal audit investigations and the management responses;
(e) ensure that the resources made available for internal audit are sufficient to meet the institution's needs;
(f) receive and consider requests for internal audit reviews submitted by twenty or more members of Congregation via the Proctors;
(g) save in respect of any report that the committee considers requires immediate reference to Council, publish on the Oxford intranet within one month of acceptance by the committee the executive summary of each internal audit report, including of those reports produced under regulation 8.7(5)(f) or alternatively a summary of why such a requested report was considered unnecessary;
(h) make available for consultation by any member of Congregation by arrangement with the secretary of the committee the full text of any internal audit report for which the executive summary has been published under regulation 8.7(5)(g);
(6) in respect of the University's external and internal audit arrangements:
(a) undertake audit reviews, including project reviews, at the request of Council;
(b) monitor the implementation of agreed audit recommendations;
(c) discuss within the committee any matters the external or internal auditors wish to raise, in the absence of University officers where necessary;
(d) satisfy itself that, where non-audit services are provided by the external or internal auditors at the request of the University, the independence and objectivity of the external or internal audit service (as appropriate) has not been affected by the extent or nature of that additional work;
(e) promote co-ordination between the internal and external auditors;
(7) in the presence of the external auditors, review, and report to Council on, the draft annual financial statements from an audit perspective, including the external audit opinion, the statement of members’ responsibilities, the statement of internal control and risk management, and any relevant issue raised in the external auditors’ management letter, in accordance with Accounts Directions issued by the Office for Students;
(8) seek assurance from the colleges:
(a) as to the proper use and control of the public and publicly-accountable funds transferred from the University to the colleges; and
(b) that appropriate arrangements are in place concerning the delivery of value for money in relation to those funds;
and report annually on these matters to Council;
(9) oversee the adequacy of the University's arrangements to prevent and detect irregularities, fraud and corruption, to include being notified of any action taken under the University's policy in this area;
(10) satisfy itself as to the appropriateness of the audit processes of Oxford University Press and shall:
(a) receive an annual report from the Oxford University Press Audit Committee;
(b) receive any other written or verbal reports from the Oxford University Press Audit Committee as the committee shall determine;
(c) consider any matters arising out of the reports which are of concern to the committee and ask for further investigation and reporting as necessary;
(11) ensure that all significant losses have been properly investigated and that the internal and external auditors, and where appropriate the Office for Students, have been informed;
(12) receive any relevant reports from the National Audit Office, the Office for Students and other organisations.
8.8. In respect of its scrutiny function:
(1) the committee defines scrutiny as the process of structured inquiry or investigation into failures or alleged failures of the University's operations;
(2) the committee shall itself determine how and when to exercise this function;
(3) in exercising this function, the committee may call for any investigation that it considers necessary and may call any individual or for any document or documents it considers relevant to any such investigation;
(4) the committee shall receive and consider requests for scrutiny reviews submitted by any member of Congregation;
(5) the committee shall undertake scrutiny reviews at the request of Council;
(6) save in respect of any scrutiny review that the committee considers requires immediate reference to Council, the committee shall publish on the Oxford intranet within one month of acceptance by the committee a summary of any scrutiny review undertaken under regulation 8.8(4) or (5), or a summary of why such a requested review was considered unnecessary;
(7) save for those reports which the committee considers shall remain confidential (for example those concerning individuals) and for any report referred to Council, the committee shall make available for consultation by any member of Congregation by arrangement with the secretary of the committee the full text of any scrutiny report for which a summary has been published under regulation 8.8(6).
8.9. (1) Each year, at the same meeting at which Council is asked to approve the University’s financial statements, the committee shall report to Council and thereafter to Congregation and to the Office for Students (where required) on its activity over the relevant financial year.
(2) When producing its annual report, the committee shall consider, inter alia:
(a) the external auditors' annual report and management letter;
(b) the internal auditors' annual report;
(c) work done in relation to value for money; and
(d) any relevant evaluations carried out by the Office for Students or others.
(3) The report shall be based on information presented to the committee.
(4) In addition to drawing attention to significant issues that have arisen out of the committee's work over the year in question, the report shall include the committee's opinion on the adequacy and effectiveness of the University's arrangements regarding:
(a) risk management, to include the accuracy of the statement of internal control and risk management included with the annual statement of accounts;
(d) compliance with the legal and regulatory framework the University operates within (this includes the culture and behaviour that is prevalent within the institution and arrangements that can affect reputation);
(e) ethical and other behaviours, including whistleblowing;
(f) sustainability and value for money; and
(g) the management and quality assurance of data submitted to HESA, the Student Loans Company, the Office for Students and other bodies.
(5) The committee's annual report is additional to any other reports the committee considers it appropriate to submit to Council during the year.