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									                          AUDIT COMMITTEE

Chairman              Ms Fields Wicker-Miurin

Members               Staff Members:-

                      Professor C. Hamnett
                      Professor S Challacombe

                      Lay Members:-

                      Mr A Neill
                      Mr P Disney (Vice-Chairman)

Secretary             Miss Katharine Lewis (Senior Assistant College

In attendance         Mr D Potter (Honorary Treasurer)
                      Head of Administration & College Secretary
                      Director of Finance
                      Head of Internal Audit
                      Deputy Head of Internal Audit
                      External Auditor(s)

By invitation         Vice-Principals

Terms of Reference

1.     Constitution

       College Council has resolved to establish a Committee of Council to
       be known as the Audit Committee

2.     Membership

2.1    Audit Committee and its Chairman shall be appointed by College
       Council and must consist of members with no executive responsibility
       for the management of the Institution, unless specifically authorised by
       the Higher Education Funding Council for England (HEFCE). There
       shall be not less than four members. A quorum shall be two members.

2.2    At least one member should have a background in finance, accounting
       or auditing. The Committee may, if it considered it necessary or
       desirable, co-opt a further two members with particular expertise. No
       member of the Committee may also be a member of the Finance
       Committee unless specifically authorised by the HEFCE. A co-opted
       member cannot be chairman of the Committee.
3.    Attendance at Meetings

3.1   The Treasurer shall normally attend meetings of Audit Committee.

3.2   The following College Officers shall normally attend meetings of
      Audit Committee:-

      The Principal
      Head of Administration & College Secretary
      Director of Finance
      Head of Internal Audit
      Deputy Head of Internal Audit

3.3   A representative of the External Auditors will attend meetings where
      business relevant to them is to be discussed. The Committee may meet
      with the external auditors, at any time, without any officers being

3.4   Vice-Principals of the College will be invited to attend all meetings.

4.    Frequency of Meetings

      Meetings shall normally be held at least three times a year (once a
      term). The external auditors or Head of Internal Audit may request a
      meeting if they consider one is necessary.

5.    Authority

5.1   The Committee is authorised by College 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 co-operate with any request made by the Committee.

5.2   The Committee is authorised by College Council to obtain outside
      legal or other independent professional advice and to secure the
      attendance of outsiders with relevant experience and expertise if it
      considers this necessary. It may incur expenditure in this respect
      within the delegated financial authority of Council. Expenditure in
      excess of this delegated financial authority will require the prior
      approval of College Council.

6.    Duties

      The duties of the Committee shall be:-

6.1   To consider and recommend the appointment of the external auditors
      and the annual audit fee.

6.2   To consider and make appropriate recommendations concerning any
      question of resignation or dismissal of the external auditor.

6.3    To discuss, if necessary, and agree with the external auditor before the
       audit commences, the nature and scope of the audit.

6.4    To discuss problems and reservations arising from the interim and final
       audits and any matters the auditor may wish to discuss (in the absence
       of College Officers where necessary).

6.5    To review the external auditor's annual management letters and the
       responses by College management.

6.6    To oversee the processes and practices in place to ensure the
       independence of the external auditors, including assessing reports of
       non-audit services provided by the external auditors to the College.

6.7    To review and pre-approve all non-audit services which may be
       performed by the College's external auditors over the value of £50k.

6.8    To review annually the performance of the external auditors.

6.9    To consider and advise on the appointment of the internal audit service
       (and Head of Internal Audit, if applicable).

6.10   To review and approve the internal audit strategic and annual plans.

6.11   To consider internal audit reports and management's response. To
       require, as necessary, the attendance of any College officer before the
       Committee when individual audit reports concerning the service or
       function relevant to that officer is being considered.

6.12   To review and approve the internal auditor's annual report.

6.13   To satisfy itself, as advised by its internal audit service, that
       satisfactory arrangements are in place to promote economy, efficiency
       and effectiveness, and to advise College Council accordingly.

6.14   To review annually the performance of the internal audit service.

6.15   To receive any relevant reports from the National Audit Office or the
       HEFCE and to consider the necessary College action.

6.16   To consider reports concerned with allegations of fraud and to advise
       as necessary.

6.17   To keep under review the College’s Fraud Response Plan.

6.18   To produce an annual report for College Council and the Principal.

6.19   To keep under review the effectiveness of internal control systems
       including, on behalf of College Council, responsibility for reviewing
       the effectiveness of the risk management process.

6.20   To receive reports on the College's risk assessment prepared by
       management, together with management's actual or proposed
       responses to dealing with risks identified.

6.21   To periodically review accounting policies and to review any major
       changes to the College's accounting principles and practices that are
       brought to the attention of the audit committee by the external auditors,
       internal audit or management.

6.22   To meet at least annually with the Director of Finance, the Head of
       Internal Audit and the external auditors in separate executive sessions,
       and with other College officers from time to time as required by
       circumstances and events.

7.     Reporting Procedures

       The minutes of meetings of the Committee will be circulated to all
       members of College Council.


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