Minutes of the Audit Committee AC13.2 held on 18 November 2013 Present: Peter Fenwick (Chair); Richard Hefford-Hobbs (RHH); Colin Russell (CR) Huw Williams (HW); Sam Wolfe (SW) In attendance: Fiona Campbell (FSC); Heather Chambers EHC); Heather Dodgson (HD) (Grant Thornton), Chris Sherwin (ECS) Clerk: Ref: AC13/2.1 Elisabeth Silver (EAS) Action Apologies There were apologies for absence from Kevin Limn (TIAA) and Catherine Rice AC13/2.2 Declaration of Interests There were no declarations of interest. AC13/2.3 Request for Any Other Business There were no requests for other business AC13/2.4 Minutes of meeting AC13.1 held on 23 September 2013 A minor spelling error was corrected and with this amendment the minutes were agreed and signed as a true and correct record. AC13/2.5 Matters arising It was noted that the College had not yet received information from Kevin Limn regarding how many Sixth Form Colleges were audited by TIAA following the merger with Parkhill. The College Accountant was asked to follow up this action It was noted that further information had been received regarding the queries raised about the FSA Audit plan. AC13/2.6 Progress on Internal Audit Reports There were two actions outstanding on the progress report, one of which was already completed after a short postponement during the summer and one which had already been given an extended deadline. One of the governors raised the issue of whether the number of postponements over the last few years was an issue. The Committee did not feel that this was a recurrent problem and management advised that the recent postponements were due to an inappropriate timescale being given without agreement from the managers responsible for what were considered low risk actions. It was agreed that for future postponements it would be good practice if the reason for the delay was logged on the progress sheet so it was easily identifiable and that no more than one postponement is allowed for any action. The importance of management ensuring that realistic timeframes, taking into account the nature of the risk, are agreed by the manager responsible for the corrective action. AC13/2.7 Risk Management Annual Report FSC presented the report, which is a standard format and gives a summary of all Risk Management processes carried out during the year. The purpose is to give the Audit Committee and Board assurance that the college has a sound system of risk management (compliant with Turnbull recommendations) so that a statement to this effect can be signed off in the financial statements. FSC advised that there have been no significant changes during the last year. Governors reviewed the report and checked the statements detailing how the College has addressed the College’s risk management plan during the year. Governors were advised that the Policy had been scrutinised against the Risk Management good practice guidelines that Parkhill had produced. The governors also looked at the section entitled “The role of the Governing Body in Managing Risk” and identified areas where further improvements could be made. It was noted that the current Policy does not describe the risk appetite of the College and it was agreed that inclusion of a clear statement (similar to the one in the financial statements) would be valuable (as suggested in 2b of the guidance). It was decided that this should be agreed when the policy comes for review at the summer Corporation meeting and an opportunity given for discussion. It was noted that whilst the Corporation generally is very cautious in their approach there have been occasions, such as the decision to be involved with the UTC where it has been necessary to consider more risky options. In addition it was noted that the cautious approach may be linked to the current difficult financial climate and that in the future when finances have improved the Corporation may become more willing to take on risk e.g. through an income generation plan. With regard to Risk Assessments the Committee agreed that financial and strategic assessments were very good as were some operational areas such as trips but the lack of a central storage system means that there may be weaknesses (as identified in the Health & Safety report). One of the governors mentioned that he had identified a number of minor possible H& S issues during his Induction tour e.g. slippery leaves on a path, leaking water cooler and the Committee were advised that the Estates Manager will be meeting with him in the near future to tour the Estate and ensure that the College is aware of any potential issues. It was noted that Health & Safety whilst monitored by the Estates Manager is the responsibility of all staff and that this point is covered in the staff induction training, but that consideration should be given to wider adoption of risk management as outlined in point 2e. One strategy under consideration is for Risk Management to be included in the training programme for Deputy Heads of Department and for them to have this as a specific departmental responsibility. AC13/2.8 Financial Statements and Regularity Audit This item was presented by Heather Dodgson. She introduced herself as the Audit Manager at Grant Thornton (the College’s external auditors), who had overseen the recent College audits. HD took the Committee through the Audit Findings paper, which is a new format for reporting to the Committee on key issues identified during the financial statements audit and the preparation of the College’s financial statements for the year ended 31/7/13. She advised that the work was done in September and is complete and the accounts will be signed off next month, with an unqualified audit opinion on both the financial statements and the regularity audit. Four key risks were identified during the planning stage: i) Improper revenue recognition – no issues identified ii) Management override of controls – no issues identified iii) Valuation (gross) of fixed assets – the high level of capital activity means there is an increased risk of material misstatement in the capitalisation of costs incurred. Significant management judgements surround the capitalisation of the additions & these have previously been agreed with Grant Thornton - no issues were identified. iv) Going Concern – the impact of local changes including the opening of the UTC next Autumn were considered but recent increases in student numbers and financial health forecasts indicate that the adoption of a going concern basis is appropriate. The potential impact of loan covenants was also considered – 2 deficits in any 3 year period leads to a breach causing the loan to become repayable on demand. Issues identified during the audit were as follows: i) Regularity Audit – no significant issues highlighted. ii) Cambridge Area Partnership – funds held by Long Road acting as “banker” for the Cambridge Area Partnership. Funds have again increased and the College were made aware that if this continues then further disclosures may become necessary in the accounts. The Committee were advised that it is planned that this money will be moved to a separate bank account following incorporation of CAP early next year. iii) FRS17 – pension liability has reduced from £1.75m to £1.422m at 31 July 2013 It was noted that although the College made a small surplus prior to adjustments that the FRS17 Pension liabilities gave an overall small deficit. FSC confirmed to the Committee that she would be clarifying with the Bank Manager that the figure that they would be looking at was the small surplus prior to adjustments since the loan was taken out before adoption of this accounting treatment. She noted that this had been confirmed in 2010 by the previous bank manager by e-mail. A Future Developments Appendix was also presented to the Committee. This document includes a summary of the proposed changes to align with International accounting, which are currently out for consultation with the significant impact of the change in grant accounting being a key issue for colleges. AC13/2.9 Draft Letter of representation for the Financial Statements and Regularity Audits A letter of representation is required each year to confirm relevant information to the financial statements auditors and bring to their attention any significant changes. A draft of the letter was presented to the Committee for review and recommendation for Board approval. FSC indicated that there were no changes although there has been some reordering of the bullet points since last year. The Audit Committee recommends that the Board approve the letter of representation for the financial statements and regularity audits. AC13/2.10 Draft Statutory Accounts 2012/13 FSC presented the accounts for information. She reminded the Audit Committee that the Finance Committee would be looking at them in detail, but asked the Committee to review the report sections in particular & comment on any other areas of concern. The following points were raised: Page 4 – the quoted success rate was checked and agreed Page 5 – it was noted that the identified risks have been taken directly from College documentation and include reduction in numbers but it was noted that there is also a risk with increasing numbers because of lagged funding and needing to employ extra teachers prior to any additional funding. It was agreed that this was not applicable to 2012/13 but may be for the present year. The Committee advised that they were happy with the wording of the reports section. This will be reported to the Finance Committee at their next meeting when they consider the accounts. Board AC13/2.11 Financial Procedures for Exceptional Circumstances The Committee were advised that the procedure had been reviewed at the Chairs’ group and a number of changes made to improve the proposed procedure. The implications of the changes were discussed in detail and the following changes were proposed: That the level of contingency for capital spend will vary for each year and will be formally approved by the Corporation as part of the annual budget setting process so that it is considered and set in line with the College’s financial circumstances Once the contingency is spent (whether in a single transaction or multiple transactions) then the Chairs Committee will be required to agree the appropriate course of action (normally by meeting but communication by other methods is acceptable) That where authority is delegated by a Chair this should be to an independent or parent governor That in the situation where a Chair is not contactable that a deputy can be nominated by either the Clerk, Chair or Vice Chair It was agreed that these proposals should be taken to the next Finance Committee prior to recommendation of the procedure to the Board for approval. AC13/2.12 Audit Assurance The Committee were reminded that this is a Standing item that is taken at every meeting to ensure that there is an opportunity for updating the list when required. One of the governors asked if there should be an audit to prevent fraud but after discussion it was agreed that controls to mitigate the risk of fraud are audited as part of all financial systems audits and it would be extremely difficult to audit separately. Governors discussed whether Risk Management should be considered as a high priority audit but it was agreed to leave as a medium risk. Governors confirmed that there were no identified changes to the Assurance Assessment listing. AC13/2.14 Any Other Business There was no other business AC13/2.15 Date of next meeting 10 March 2014 at 5.15pm Signed ………………………………………………… Dated ……………………………