MEETING OF THE AUDIT COMMITTEE OF THE BOARD OF TRUSTEES HOUSTON COMMUNITY COLLEGE

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MEETING OF THE

AUDIT COMMITTEE

OF THE BOARD OF TRUSTEES

HOUSTON COMMUNITY COLLEGE

January 19, 2012

Minutes

The Audit Committee of the Board of Trustees of Houston Community College held a meeting on Thursday January 19, 2012, at the HCC Administration Building, 3100 Main,

2nd Floor, Seminar Room A, Houston, Texas.

COMMITTEE MEMBERS PRESENT

Bruce Austin, Committee Chair

Eva Loredo, Committee Member

Mary Ann Perez

ADMINISTRATION

Art Tyler, Deputy Chancellor/COO

Renee Byas, General Counsel

Shantay Grays, Interim Executive Officer to the Chancellor

Margaret Ford Fisher, President, Northeast College

Willie Williams, Jr., Chief Human Resources Officer

OTHERS PRESENT

Jarvis Hollingsworth, Board Counsel, Bracewell & Giuliani

Lisa Eason, President, COPA

Other administrators, citizens and representatives from the news media

CALL TO ORDER

Mr. Austin called the meeting to order at 12:10 p.m. and declared the Committee convened to consider matters pertaining to Houston Community College as listed on the duly posted

Meeting Notice.

EMPLOYMENT OF INTERNAL AUDITOR

Mr. Austin asked Dr. Tyler to provide a setting by which the decision should be made to include skill sets needed.

Dr. Tyler provided a synopsis of various credentials that a certified internal auditor may possess and noted that it is important to understand what the credentials mean and the skill sets required. He apprised that employment of an internal auditor by the institution is required by law. Dr. Tyler noted that one of the pillars of the financial wherewithal is the internal auditor and informed that the auditor should be selected by the Board.

Dr. Tyler noted that the finalist selected should have the academic credentials of an internal auditor and also possess financial experience. He apprised that the auditor will also review the boundaries for making certain investments within policy approved by the Board. He

Houston Community College

Audit Committee – January 19, 2012 - Page 2 informed that the internal auditor should work with the Board in developing an audit plan and be able to adhere to theft and poor use of resources.

Dr. Tyler informed that the auditor should have knowledge of accounting, information technology, finances, investments, and be able to implement controls. Dr. Tyler provided a list of certifications that the internal auditor should possess as follows:

Certified Internal Auditor (CIA) Credentials

Certified Financial Services Auditor Certificate (CFSA)

Certified Government Auditor Professional (CGAP)

Certification for Controlled Self-Assessment (CCSA)

Certified Information Security System Professional (CISSP)

Certified Information Systems Auditor (CISA)

Certified Fraud Examiner (CFE)

Dr. Tyler noted that from his perspective the Internal Auditor should have CIA and CISA certifications.

Mr. Austin noted that the movement of Sarbanes Oxley and the National Association of

College and University Business Officers (NACUBO) publication adopted by the

Association of Community College Trustees (ACCT) indicate that government entities are held more responsible and that they are concerned about fraud, waste and abuse. He noted that the Board could not be excluded from certain liabilities if they do not attempt to address the issues.

Mr. Hollingsworth apprised that these interviews must be fair and equal to each candidate in that they should be allotted the same time and asked the same questions.

(Ms. Perez arrived at 12:26 p.m.)

Mr. Hollingsworth informed that Counsel and Board Services will track the questions so that each candidate will be given the opportunity to answer the same questions.

The Audit Committee reviewed the list of standard questions to be asked of each interviewee and upon review the following questions were added to the list of standard questions:

How will you manage communications between Chancellor and Board?

Give your view of incremental development of internal audit function to prevent fraud waste, or abuse? If identified what are the corrective action(s).

Mr. Austin introduced the Audit Committee members and the 2012 Board Chair to each candidate.

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Audit Committee – January 19, 2012 - Page 3

During the interview process, each candidate was asked the same standard questions that were identified by the Audit Committee and each candidate was provided 30 minutes to respond to the questions.

The following candidates were interviewed as follows:

Candidate #1 - Marcy Moore

Candidate #2 - Belinda Brockman

Mr. Austin recessed the meeting at 1:33 p.m. and reconvened at 1:43 p.m.

Candidate #3 - Gus Ferencz

ADJOURNED TO CLOSED SESSION

Mr. Austin adjourned the meeting to Executive Session at 2:08 p.m., notice having previously been given and reiterated in accordance with Sections 551.071, 551.072, and/or

551.074 of the Open Meetings Law. Mr. Austin stated that any final action, vote or decision on any item discussed in Executive Session would be taken up in Open Session or in a subsequent Public Meeting.

Mr. Austin reconvened the meeting in Open Session at 2:51 p.m. and entertained motions on pending matters.

(Present: Trustees Austin and Loredo)

Motion – Ms. Loredo recommended Belinda Brockman as the candidate for the position.

Mr. Austin seconded the recommendation. The motion passed with a vote of 2-0.

ADJOURNMENT

With no further business, the meeting adjourned at 2:52 p.m.

Recorded, transcribed and submitted by:

Sharon R. Wright, Manager, Board Services

Minutes Approved: February 23, 2012

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