A(13)1 Minutes Meeting of the Audit Committee Wednesday 6 March 2013 at 9.30am Principal’s Office Present : Mr Malcolm Cameron Mr Bruce Adams Mr John Petitt Chairman Governor Governor Apologies: Mr Mike Steyn Mr Bill Grady Mr Graeme Clarke Governor Governor (Principal) Mazars LLP (Internal Auditors) In attendance: Mr Peter Williamson Mr David Marshman Mrs T Reeve Mazars LLP (Internal Auditors) VP Resources Clerk to the Corporation 1/13 Chair’s Agenda Item The Chair and members discussed the operation of the College’s risk and financial controls system without officers of the College present. It was confirmed that the internal auditors did not have anything that they wished to bring to the attention of the meeting. Mr Williamson informed the meeting that Mazars had just completed a Learner Numbers Audit, (this matched the format of the SFA audit of the ILR); nothing fundamental had been discovered and the report would be brought to the next Audit Committee meeting. A specialist audit of ICT and related security had also just been undertaken; feedback to follow at the next meeting. 2/13 Apologies for absence Apologies were received from Mr Steyn. 3/13 Notification of any other business There was none. 4/13 Notification of any interests There was none. 5/13 Minutes of the Audit Committee meeting held on 28 November 2012 The minutes were approved and signed by the Chairman as a correct record. 6/13 Matters Arising BCA Growth Strategy (page 5 minute 55/12). It was confirmed that this would be considered at the BCA Governors Strategy Conference, 12-13th April 2013. 1 A(13)1 7/13 Internal Audit Visit Reports, January 2013 Mr Williamson talked members through the draft internal audit reports from the January 2013 visits of the Internal Audit Service (IAS). Governance and Risk Management The audit on the two areas of corporate governance and risk management had produced substantial assurance on the effectiveness of internal controls. There had been 2 ‘housekeeping’ level recommendations on Governance (relating to enhancing governor training and the possible introduction of egovernance), and 1 ‘housekeeping’ recommendation on Risk Management (for risk to be a standing item on SMT agendas). The Clerk and the VP Finance & Corporate Services confirmed that the internal audit had been useful as it had provided challenge and suggestions regarding best practice in the sector. The meeting went onto consider Risk Management in more detail and it was agreed that more involvement of all staff was desirable for a more embedded Risk Management process; this was being taken forward as a training element during inset days 2012/13. Follow-Up The meeting was pleased to note that of the 39 recommendations previously carried forward: 4 had now been superseded; 23 had now been fully implemented; 8 had progress underway; and only 4 had not yet been implemented. It was agreed that there had been a concerted effort by College management to clear outstanding recommendations. The meeting considered the 12 outstanding recommendations (8 of which were in progress) which were still carried over for completion. It was confirmed that these 12 recommendations would be brought back to the next meeting of the Audit Committee under the standing agenda item Register of Outstanding Audit Items (in chronological order). Members asked for timescales for completion to be added to future versions of the Register of Outstanding Audit Items report. The following ongoing recommendations were considered in more detail: Procurement Officer Members sought, and were given, further clarification on the possible benefits of a College Procurement Officer (perhaps as a shared resource with another College). It was noted that this would be considered further under the agreed Value for Money Strategy during the 2013/14 Budget Cycle. The meeting agreed that a procurement officer could impact on several fronts eg. VFM, sustainability, carbon footprint, recycling. Equality & Diversity The meeting noted the proposed timescale for the establishment of a College Equality & Diversity Group as Summer 2013. Mr Petitt informed the meeting of the Investors in Diversity scheme (DM to investigate further). Resolved: i) That the internal audit reports, on Governance & Risk Management and Follow-Up, January 2013, be approved. ii) That the Register of Outstanding Audit Items (in chronological order), with timescales for completion to be brought to the next Audit Committee meeting, (as a standing agenda item). iii) That the VPF&CS should investigate the Investors in Diversity scheme and how it could fit with the College’s Investors in People status. 2 A(13)1 8/13 Risk Management Strategy The VP Finance and Corporate Services (VPF&CS) presented a BCA Risk Management Strategy for consideration. This document aimed to ensure that the College was in compliance with risk management best practice and with the requirements of the Turnbull guidance. The Risk Management Strategy also set out the current processes and responsibilities for risk management in the College; including how the College defined, managed, controlled and assessed risk. Members were reminded that the driver for risk management was the College’s Strategic Plan. Members sought clarity on what was meant by ‘significant stakeholder concern’ and it was agreed that this included a subjective and emotive element which sometimes made it more difficult to quantify than simply financial or Teaching & Learning associated risks; i.e. ‘what kept people awake at night’. The meeting considered the concept of Risk Appetite and VPF&CS sought confirmation that the meeting was content with the level of risk appetite outlined at paragraph 7; that when a raw risk score was at 6 or 9, this was outside the comfort levels of risk and so further mitigation was required. The meeting agreed that this level of Risk Appetite should be considered further and agreed at Corporation level. Resolved: That the Risk Management Strategy be taken to Corporation for approval (20 March 2013), with a specific highlight on gaining full Corporation approval of BCA’s defined Risk Appetite. 9/13 Risk Register The meeting noted the Risk Register which reflected the BCA Corporate Strategy. The VPF&CS informed the meeting that there would be some further change to scores after discussions at Senior Management Team (1 March 2013). It was noted that risk 2.6 ‘Failure to maintain cash balances’ should be colour coded as red (risk score of 9). The meeting considered all the risks which remained ‘red’ after mitigation and it was agreed that any risks which scored 9 or higher after mitigation would require additional mitigation in order to further reduce the final risk level. The meeting discussed whether a new category should be added to the Risk Register to reflect externally driven risks over which the College had no control eg. the FRS17 pension liability. The Risk Register was NOTED. Resolved: i) That the Risk Register should be updated to reflect SMT changes and recirculated to Audit Committee members by e-mail. ii) That the white text headers should be changed to a black font. iii) That the revised Risk Register to be taken to Corporation (20/03/13). iv) VPF&CS to consider whether the Risk Register adequately reflected external risks. 10/13 Date of next meeting Wednesday 26th June 2013, 9.30am. Changed after meeting to Wednesday 19th June 2013 at 9.30am. 3 A(13)1 11/13 Any Other Business There was none. The meeting closed at 10.45am. Signed........................................................... Date.............................................................. 4