APPROVED MINUTES OF AUDIT COMMITTEE MEETING HELD ON 8TH OCTOBER 2015 Present: In Attendance: Peter Clark Sarah Jones Janet Tyas (Chair – for this meeting only) Denise Cheng-Carter Derrick Jones Rashpal Khangura Lesley Venables Vice-Principal (Finance & Resources) KPMG (Internal Auditor) KPMG (Internal Auditor) Clerk to the Corporation APOLOGIES FOR ABSENCE 1 Apologies for absence were received from Fiona Armer (Governor), Thomas Horton (Grant Thornton), Mike Redfern (Grant Thornton), Robert Fenton (KPMG), Elizabeth Wharton (KPMG) and Rachel Pearson (KPMG). APPOINTMENT OF CHAIR 2 Nominations were sought for the chairship of the Committee. It was agreed that the appointment of a vice-chair would be addressed once the Committee’s membership had been increased, in line with discussions at the recent Governance & Search Committee meeting. 3 Resolved - That Fiona Armer be appointed as Chair for 2015/2016, but that in her absence at this meeting, Sarah Jones act as Chair DECLARATIONS OF INTEREST 4 No declarations of interest were received. MINUTES OF PREVIOUS MEETING 5 Resolved - That the minutes of the meeting held on 11th June 2015 be approved as a correct record and signed by the Chair MATTERS ARISING 6 Governors noted that all items resulting from the previous meeting were either in progress or had been completed. 1 APPROVED 7 The Clerk reported that a formal action list would be produced for each future meeting to enable governors to monitor progress more effectively. INTERNAL AUDIT REPORT - SCHOOL ADMISSIONS CONVERSION 8 The Internal Auditor presented a report on School Admissions Conversion. 9 The College’s processes and procedures in this area had been graded as providing ‘significant assurance with minor improvement opportunities’. A total of 3 medium priority recommendations had been made and a number of instances of good practice had been highlighted. 10 The purpose of the review had been to address concerns about the appropriate targeting of marketing expenditure and management making the best use of data on the College’s catchment area. The Committee was assured that the College’s systems were robust, that its procedures were followed effectively and that learner information was recorded properly on the student records database. 11 Management had felt that it had been useful to map the coverage of the College’s feeder schools and the impact of expenditure on marketing activities. 12 The information gleaned from the audit would be used in preparing the College’s next 5 year Strategy. The newly-formed Management Information Group would be examining the internal use of this data. 13 Governors were advised that the Internal Auditors would review the implementation of the recommendations made during their follow-up visit. INTERNAL AUDIT ANNUAL REPORT FOR 2014/2015 14 The Internal Auditor presented the Internal Audit Annual Report for 2014/2015 which had concluded that Calderdale College “had achieved an assurance rating of significant assurance on all areas reviewed”. This level of performance compared favourably to other organisations within KPMG’s client group. 15 A total of 14 recommendations had been made in 2014/2015. It was noted that none of the recommendations had been graded as ‘high’ priority, with 7 graded as ‘medium’ and 7 graded as ‘low’ priority. All of these had been accepted by management. 16 In all of the areas examined, the College's control procedures were judged to be suitably designed to achieve the objectives required by management and were operating effectively. 17 The Internal Auditor had judged that a good level of progress had been made for the follow-up of work carried out in 2013/2014, with 16 out of 18 recommendations implemented and a further two that had been partially-implemented. 18 The Annual Report would contribute towards the Committee’s Annual Report to the Board, a draft of which would be presented to the December meeting. 2 APPROVED PERFORMANCE INDICATORS FOR INTERNAL AUDIT SERVICE 2014/2015 19 The Vice-Principal (Finance & Resources) presented an assessment of the Internal Auditor’s performance against the agreed indicators for 2014/2015. 20 Governors noted that the majority of the targets had been met. However, management felt that communication between the College and the Internal Audit Service could be improved and had suggested that regular liaison meetings should be held. INTERNAL AUDIT STRATEGY AND ANNUAL PLAN FOR 2015/2016 21 The Internal Auditor presented the draft Internal Audit Strategy and Annual Plan for 2015/2016. This comprised a total of 38 days (compared to 36 in 2014/2015), 2 of which would be contingency days. Governors were reminded that it was possible to revise the plan at any point in the year, subject to consultation with the College and approval by the Audit Committee. 22 The Committee asked how the data obtained from the recent visit on School Admissions Conversion would be linked to the work identified on the College’s growth strategy. The Internal Auditor responded that the audit on student data would focus on determining whether the College’s core information was correct and any learner number projections were sufficiently robust. 23 Governors questioned the allocation of 4 days to governance arrangements. This would be used to assess how the College was performing against the best organisations in the sector and any changes to the Board’s current structures and membership. The Committee felt that this audit should take place towards the end of the academic year to enable any impact to be suitably measured. 24 It was noted that the audit fees had increased by 3% compared to 2014/2015. 25 Resolved - That the Board be RECOMMENDED to approve the Internal Audit Strategy and Annual Plan for 2015/2016. ANNUAL RISK MANAGEMENT REPORT 2014/2015 26 Governors received for information the annual report for 2014/2015 on risk management, together with the Risk Management Policy and latest Risk Register. 27 The College’s risk management processes focused on the high priority risks that had been identified by management and had been mitigated internally to minimise their impact on the College’s operations. 28 The Committee was reminded that the Internal Auditor had concluded that the College’s systems and internal controls had been assessed as providing ‘significant assurance’. 29 The Clerk suggested that a section should be added to the Policy to incorporate the responsibilities of the College Leadership & Management Team. Governors requested that the Policy should also include a version control number and/or date of review. 3 APPROVED 30 The Risk Register aligned with the Strategic Plan (which would be submitted to the October Board meeting for approval) and comprised 10 key risks, which related to the 5 ‘pillars’ within the Plan. 31 Discussion took place on the relative scoring allocations of each risk and the Clerk was asked to review these against best practice in risk management. 32 Future versions of the Annual Risk Management Report would contain information on the number of new risks included on the register and any changes in the scores given to each risk. 33 Resolved - 1 That the Board be RECOMMENDED to approve the Risk Management Policy for 2015/2016 2 That the Clerk review the scoring system used for the Risk Register 3 That information on new risks and scoring changes be added to any future reports on risk management AUDIT RECOMMENDATIONS AND ACTIONS 34 The Vice-Principal (Finance & Resources) presented a summary of audit recommendations made in 2014/2015. 35 A total of 12 recommendations had been made by the Internal Auditor, 8 of which were graded as ‘low’ priority and 4 as ‘medium’ priority. Governors noted that the majority of these had still to be implemented but were assured by management that the recommendations were being progressed in a timely manner. AUDIT COMMITTEE TERMS OF REFERENCE AND WORK PLAN FOR 2015/2016 36 Resolved - That, subject to minor amendment, the Board be RECOMMENDED to approve the revised terms of reference and work plan for the Committee be approved. ENGLISH COLLEGES’ CODE OF GOOD GOVERNANCE 37 The Clerk presented an analysis of compliance against the non-mandatory elements of the English Colleges’ Code of Good Governance. 38 It was noted that the Board and the College already complied with the majority of the statements in the Code. However, there were some areas where the current processes and procedures could be strengthened. 4 APPROVED 39 The Committee agreed that the next stage should be for the Clerk to compile an action plan to address any gaps are areas for improvement, together with timescales and allocating these to particular individuals, groups or committees. This document would be submitted for discussion at the next meeting of both the Audit and Governance & Search Committees. MEMBERSHIP ISSUES 40 The Clerk advised that the Committee currently had 2 vacancies for external governors and a further co-opted non-governor vacancy. In consultation with the Chair of the Board, it had been agreed that Sarah Jones would step down as an external governor and would become a co-opted non-governor with immediate effect. 41 Governors were advised that a number of other potential changes within the Board’s committee memberships were being considered, the outcome of which would be finalised shortly. ANY OTHER BUSINESS 42 There was no other business. DATE OF NEXT MEETING 26th November 2015 at 4.45 p.m. AIDE-MEMOIRE (i) (ii) (iii) (iv) Risks are being managed effectively, with Internal Audit work scheduled and a plan to address the issues raised during previous visits. Schools data. Very good reporting. Thematic reviews for 2015/2016 – complaints. 5