Audit and Risk Committee

1. Status

1.1 In accordance with the and the University鈥檚 core governance framework, Court has established the Audit and Risk Committee (the Committee). These Terms of Reference, approved by Court, define the Committee鈥檚 purpose, delegated authority, responsibilities and operating arrangements. They should be read in conjunction with other key governance documents available at Court's Key Documents.

1.2 The Committee shall only act within its approved remit, escalating matters that exceed its delegated authority as defined in the Scheme of Delegation and Decision-Making Powers or present material risk to Court in a timely and transparent manner, in accordance with the University Court Standing Orders and recognised good governance practice.

1.3 Delegation to the Committee does not transfer or diminish Court鈥檚 collective responsibility or accountability. Court retains the right to rescind or vary any decision of the Committee, without prejudice to actions already undertaken.

1.4 In the event of any question arising between different aspects of the University鈥檚 suite of governance documents, the Order prevails, followed by the University Court Statement of Primary Responsibilities, then the University Court Standing Orders and applicable Codes of Conduct, and thereafter the Scheme of Delegation and Decision鈥慚aking Powers and other relevant policies and procedures including these Terms of Reference.

2. Purpose and Scope

2.1 The purpose of the Committee is to support Court in discharging its responsibilities for:

a) the oversight of risk management, internal control and governance arrangements;
b)聽the effectiveness, independence and resourcing of internal and external audit;
c)聽the stewardship of public funds, and the economy, efficiency and effectiveness of the University鈥檚 activities; and
d)聽the integrity of financial reporting and compliance with legal, regulatory and funding鈥慴ody requirements.

2.2聽The Committee may review, enquire into, or seek assurance on any matter as necessary to support its assurance role, whether or not within its routine programme of work, so ensuring that significant risks, control weaknesses and governance concerns are identified, examined and, where necessary, escalated.

2.3 Operational delivery of risk management, internal control, governance, audit processes, financial management and regulatory compliance remains the responsibility of the Principal and Vice鈥慍hancellor and the Senior Leadership Team under delegated authority.

3. Responsibilities

3.1 Governance and Assurance

a) provide assurance to Court on the adequacy and effectiveness of risk management, internal control and governance arrangements, including compliance with corporate governance requirements and relevant sector good practice;
b)聽consider and evaluate assurances provided by management, internal audit, external audit and other relevant sources, including reviewing the effectiveness of audit processes and the adequacy of management responses to identified control deficiencies;
c)聽monitor the University鈥檚 compliance with the SFC Financial Memorandum and consider any significant relevant reports or findings from the Scottish Funding Council, Audit Scotland or other relevant bodies, advising Court as appropriate
d)聽ensure that material control failures or weaknesses identified through audit or other assurance processes are appropriately addressed by Management and, where necessary, escalated to Court; and
e)聽produce an annual assurance report for submission to Court (and onward submission where required), incorporating significant matters arising from audit activity and the Committee鈥檚 assessment of its own effectiveness.

3.2聽Risk Management

a)聽review and advise Court on the effectiveness of the University鈥檚 arrangements for identifying, assessing and managing risk, including the adequacy of policies, procedures and early warning mechanisms for material changes in the risk profile;
b)聽monitor the implementation of the University鈥檚 Risk Management Policy and Framework and receive regular reports on risk management activities;
c)聽ensure significant risks or control failures particularly those outside the approved Risk Appetite, are appropriately escalated to Court; and
d) submit an annual report to Court on the effectiveness of the University鈥檚 overall approach to risk management.

3.3 Internal Audit

a)聽advise Court on the terms of reference, selection criteria, appointment and remuneration of internal auditors, and recommend their appointment following due consideration of suitable candidates;
b)聽review the scope, efficiency and effectiveness of internal audit work, including the adequacy of the resourcing made available;
c)聽oversee the effectiveness of internal audit, including reviewing the scope of work, the Internal Audit needs assessment and Strategic Internal Audit Plan;
d)聽agree with internal auditors the criteria for grading recommendations and review management responses to audit findings, monitoring the implementation of agreed actions; and
e)聽ensure that internal audit reports arising from the agreed plan are reported to the Committee and shared, as appropriate, with relevant Court committees.

3.4 External Audit

a) advise Court on the selection, appointment, remuneration and effectiveness of external auditors;
b)聽review the University鈥檚 annual financial statements and external auditors鈥� report and recommend them to Court for approval;
c)聽review external audit management letters and monitor implementation of agreed recommendations;
d)聽maintain direct access to the external auditors; and
e)聽review and monitor on an appropriate basis the effectiveness of the external audit service.

3.5 Value for Money and Economy, Efficiency and Effectiveness

a)聽evaluate the University鈥檚 arrangements for securing economy, efficiency and effectiveness in the use of its resources;
b)聽consider relevant national studies and reports from Audit Scotland and other relevant bodies; and
c)聽advise Court on potential topics for value鈥慺or鈥憁oney reviews and appropriate delivery arrangements.

3.6 Fraud, Irregularity and Whistleblowing

a) review reported cases of impropriety, fraud, cyber-incidents or irregularity and ensure they have been appropriately addressed; and
b) oversee the effectiveness of arrangements for whistleblowing and investigation of concerns.

3.7 Equality, Diversity and Inclusion

a) have due regard to equality, diversity and inclusion in carrying out its responsibilities including considering the implications for people with protected characteristics and other underrepresented or vulnerable groups when considering risks, control failures or audit findings; and
b) seek assurance that equality impact assessments, or equivalent consideration of equality implications, are undertaken where required for audit and risk related policies, practices and significant changes;

3.8 Review of Effectiveness

a) undertake an annual review of the Committee鈥檚 effectiveness, remit and sufficiency of delegated authority, including these Terms of Reference, and consider whether any amendments are required in light of legislative changes, governance frameworks or recognised good governance practice, with any proposed updates recommended to the Governance and Nominations Committee for onward approval by Court.

3.9聽Other Responsibilities

a)聽take such other actions as are required or directed by Court in relation to audit, risk management, internal control and the provision of independent assurance on governance arrangements.

4. Composition聽

4.1 The Committee shall be constituted to provide an appropriate level of expertise in financial management, audit and risk.

4.2 All members of the Committee shall comply with the Code of Conduct for Members of the University Court and shall declare and manage conflicts of interest in accordance with the University Court Standing Orders.

4.3 Membership:

Appointed:
a)聽No fewer than four lay members of Court (one to act as Chair and one as Vice鈥慍hair).
External Members:
a) Court may appoint additional external lay members, who are not members of Court, with appropriate experience or expertise, provided there is always a majority of members are lay members of Court on the Committee.

4.4聽In Attendance:

a) Principal and Vice鈥慍hancellor (when invited to attend by the Committee)
b)聽Deputy Principal and University Secretary
c)聽Director of Finance, Infrastructure and Corporate Services
d)聽Representatives of the internal and external auditors will be invited to attend all meetings where relevant matters are under consideration.

4.5 Non-members may be invited to attend meetings at the discretion of the Chair to contribute expertise to specific agenda items.

4.6 The Secretary to the Audit and Risk Committee shall be the Head of Governance and Deputy Secretary or their nominee.

4.7 The Governance and Policy Officer shall act as Clerk to the Audit and Risk Committee and shall be responsible for minute鈥憈aking.

5. Meetings and Proceedings

5.1聽The Committee shall conduct its business in accordance with the Standing Orders which apply to Committees with any necessary modifications and subject to any Committee鈥憇pecific provisions approved by Court.

5.2 Meetings shall be held at least three times per academic year or more frequently as required.

5.3 One meeting each year will be preceded by a private meeting of the Committee with the internal and external auditors without officers present.

6. Quorum

6.1聽Three members, including the Chair or Vice鈥慍hair.

7. Reporting

7.1聽The Committee reports directly to Court through the submission of its minutes (these can include unapproved minutes agreed with the Committee Chair) to the next available meeting of Court.

7.2 The Committee will also report to Court through a paper relating to any substantive matters for consideration.

Approved by Court, 17 June 2026