Audit committee 10/11 Minutes The Henley College Corporation MINUTES of the Meeting of the Audit Committee held on Monday 6th June 2011 at 9:00am Members present: Ian McGaw (Chair) John Richards – member Charles Wiggins – external advisor In attendance: Tom Espley (Principal) Sue Bishop (Director of Finance) Richard Plumb (Director, RSM Tenon – Internal Auditors) Zara Majeed (RSM Tenon – Internal Auditors) Katharine Patel (Partner, Buzzacott LLP - Financial Statements and Regularity Auditor) Margaret McGrory (Corporation Secretary) Agenda item 3.1 10/11 Minute Action by: Opening of meeting The meeting opened at 9:10am. 3.2 10/11 Apologies for absence Apologies for absence were received from N Barlow. All other committee members were present. The Principal sent his apologies for being delayed due to a staff training event. 3.3 10/11 Declaration of interests No interests were declared. 3.4 10/11 Minutes of the meeting of 7th March 2011 The committee agreed that the minutes were an accurate record of the meeting of 7th March 2011 and the minutes were signed by the Chair. 3.5 10/11 Matters arising See page 1 item 2.5 which mentions item 1.6(c) from previous minutes. Difficulties with enhancing passwork controls would hopefully be resolved with the introduction of a new in-house intranet from September 2011. This would be followed up in the Internal Audit report in November. See page 2 item 2.6(b)(i) concerning a member of staff who had not completed their induction training. Z Majeed had agreed to follow this up. She was satisfied that the Director of HR & Professional Development has provided appraisal guidelines and reporting processes that are clear. The individual who did not complete their induction appeared to be an Audit committee Minutes 06 June 2011 Page 1 of 6 Approved by Chair Audit committee 10/11 Minutes isolated case. See Page 3 item 2.6(b)(i) – dates need correcting in Section 3 Findings and Recommendations on page 8 of the Internal Audit Report on Staff Development & Training. Z Majeed assured the Committee that this would be followed up in the RSM Tenon next few days. See Page 4 item 2.6(b)(ii) re Section 5 on page 15 of the report on Estates Strategy. Z Majeed undertook to update this section of the report which implied that the College did not always use at least 2 tenders for any service. Z Majeed assured the Committee that the report would be updated. RSM Tenon See Page 4 item 2.6(b)(iii) re the fourth paragraph of the Executive Summary on page 1 of the report on Key Financial Controls – Creditors. The paragraph implied that the College used one bank account and Z Majeed had agreed to amend the wording to refer to the main bank account. RSM Tenon Z Majeed assured the Committee that the report would be updated. See Page 7 item 2.8(a) re the Risk Register and its measurement of risk. J Richards said he was disappointed that the Risk Management Group had rejected the idea of adopting a traffic light system of classifying risk. The existing system contains a great deal of figures which are difficult to scan through. He was, however, satisfied that the matter had been discussed. See Page 8 item 2.8(b) regarding the Risk Management Action Plan. The Committee asked what progress had been made by the Finance Committee to set up a working group to look at the potential for cost cutting and maximising income. The Director of Finance reported that the Finance Committee had had extra meetings recently to look at the Financial Management Control Evaluation (FMCE) report and look at how the management accounts could be improved to include key performance indicators as a way of monitoring the Colleges financial performance. The Finance Committee had also reviewed the College’s progress regarding budget cuts and were satisfied with the progress made. I McGaw queried why only the Finance Committee were involved in reviewing areas with the potential for cost cutting. He would like to see more cross-Corporation involvement in this matter. The Corporation Secretary was asked to set up a meeting for Corporation Corporation members to discuss ways of achieving cost savings. The Director of Secretary Finance suggested that this should be deferred until next term when student numbers for next year would be known. J Richards and C Wiggin would like governors to review this area in more detail. J Richards went on to suggest that this working party continue to meet. Audit committee Minutes 06 June 2011 Page 2 of 6 Approved by Chair Audit committee 10/11 3.6 10/11 Minutes Internal Audit Services – RSM Tenon 3.6(a) 10/11 Internal Audit Services Progress Report Z Majeed reported that, since the last meeting, two internal audit reports have been produced. 3.6(b) 10/11 Internal Audit Reports 2010/11 (i) Learner Number Systems This report has been given an Amber/Green opinion. There are no high level recommendations. There are 2 medium level recommendations the forms used to assess student eligibility and record keeping issues. J Richards asked where one would identify where an implementation date was given but had slipped. Z Majeed explained that this would be clear within the Internal Audit Progress Report. (ii) Follow Up Report This report showed good progress on the part of the College. 2 low level and 1 medium recommendation were still outstanding. The first was regarding IT controls and which was due to be resolved in September 2011. The second is in progress. For the third, the College need to seek advice from RSM Tenon. J Richards requested that colour reports be produced in colour. (iii) Organisational Performance Management in Education – National Thematic Review 2009/10 Z Majeed (of RSM Tenon) presented their report entitled Organisational Performance Management in Education – National Thematic Review 2009/10. Sections 5 and 6 on pages 8 and 9 are of particular relevance to the College. Section 5 on Page 8 identifies Good Practice and Effective Performance Management. The first 4 points concerning Good Practice are all currently adopted by the College. However, the auditors cannot assess the final item regarding the “Robust challenge of data at Board/Council level...” without seeing the Corporation Board in practice. The auditors asked to attend a Corporation Meeting on the day that the Thematic Review was carried out but permission was denied. It was agreed that the Audit Committee would like this situation to be reviewed and would add this request to the agenda for the next Corporation Meeting. Corporation Secretary With regard to the Effective Performance Management section on page 9, all items are already normal practice at the College. 3.6(c) 10/11 Draft Internal Audit Annual Report 2010/11 This report is still a draft as there are still a couple of months to go before it is due to be completed. There are 3 areas where an opinion was required – all of which have been given a “Green” assurance level, the basis of which is shown on page 2 of the report. All items have been accepted by the management of the College with the exception of the water management issue on page 3 where they hold an alternative view on the action to be taken. Appendix A and B provide a summary of the opinions given over the last Audit committee Minutes 06 June 2011 Page 3 of 6 Approved by Chair Audit committee 10/11 Minutes year and the corresponding recommendations made. The overall opinion is positive. The Director of Finance asked for references to “Henley-on-Thames College” to be changed to “The Henley College”. J Richards would like the College IT department to treat IT change control as a high priority and that all recommendations be fully implemented. 3.6(d) 10/11 Action Report on Audit Recommendations The Director of Finance would like to see older items on this report completed in the near future. The long term maintenance plan has been delayed recently due to the increased focus on the Sports Hall Refurbishment project. J Richards pointed out that this report needs to be looked at more attentively as items should not be brought forward from year to year. Although he is impressed with the efficiency of the College overall, he suggested that more staff resources were needed. The Principal suggested that the solution to this would be to split the Director of Finance’s role in two i.e. one to focus on property and the other on finance. In view of the current spending cuts this was not viable. J Richards stressed that he commended individual efforts but, if the number of unresolved items continued to grow, the auditors may not be able to sign off their assurance. 3.6(e) 10/11 Internal Audit Feedback The Director of Finance reported that this had been a good year for . internal audit with all audits performed when planned and within the time specified. The Internal Audit Annual report had already been drafted. She had no hesitation in recommending that the College continue to use RSM Tenon. The only issue is one of fees. Buzzacott have reduced their fees by 4%. RSM Tenon, on the other hand, have proposed an increase of 4% which the College have told them is unacceptable. The current proposal keeps the fees at the same level as this year, but with a slightly reduced number of days audit. This is the main point of discussion. A recent benchmarking exercise shows their fees to be in line with other providers. The College could agree to accept less days for the same price but this is effectively still an increase. The College has a budget of £12K and the RSM Tenon proposed fee is £11,698. To look for alternatives may cost more time and money than it would save. I McGaw asked the Director of Finance if the audits could be carried out in the lesser number of days. The Director of Finance confirmed that she was confident that they could as they search for areas to be included in the audit. She advised that the plan put forward by the auditors looks sensible and achievable. C Wiggin gave the opinion that the internal auditors’ performance has improved considerably over the last few years and that they are providing good value for money in terms of the price per day. The external audit fee is higher per days given. He would be satisfied with continuing with RSM Tenon as internal auditor but questioned the value for money provided by Buzzacott LLP as external auditor. 3.6(f) 10/11 Re-appointment of Internal Auditors Audit committee Minutes 06 June 2011 Page 4 of 6 Approved by Chair Audit committee 10/11 Minutes Following the discussion under 3.6(e) above and 3.6(g) below, the Corporation Committee agreed unanimously to recommend the re-appointment of Secretary RSM Tenon as internal auditors to the College. 3.6(g) 10/11 3.7 10/11 3.7(a) 10/11 3.8 10/11 Internal Audit Plan 2011/12 Richard Plumb of RSM Tenon explained that the report assumed that their fee was frozen but reduced by 1 day. The number of days is set according to the plan of work to be undertaken. Page 3 of the report asks the Audit Committee to consider whether the plan meets their needs. Appendix B of the report outlines the audit reviews to be undertaken. If the work can be carried out in fewer days, the fee may be reduced. Financial Statements Auditor – Buzzacott Planning Letter and Audit Strategy Document including Auditor’s Remuneration Katharine Patel, a partner at Buzzacott LLP, the Financial Statements Auditors, has held a planning meeting with the Director of Finance and drafted a letter of engagement. She explained that there is a new Audit Code of Practice due to be released in the near future and this contains a model letter of engagement. Their letter to us will be updated when this new model version is available. The accounts prepared by the College will be in a similar format to last year. New International Audit Standards mean that work will need to be done to update the format of some documentation. The regularity audit will follow the same format as last year but the fee has been reduced to the 2008 level. A timetable for the audit has been provided. K Patel explained that the aim of audit standards is to look carefully at estimates to ensure there is clarity of information and reasoning behind them. The Committee unanimously agreed to the audit plan provided by Corporation Buzzacott LLP and the accompanying fee and agreed to recommend Secretary their approval by the Corporation. Risk Management 3.8(a) 10/11 Risk Register Update (to include Sports Hall and IT Risk Register) The Risk Register has remained fairly static over the last 4 months. With respect to the Sports Hall, the main risk is that the work is not completed in time for exams next summer. The Director of Finance explained that, due to recent and rapid changes in the nature of the project, this section of the Risk Register is a 1st draft. WS Atkins, as project managers, will be producing a more detailed project risk register. 3.8(b) 10/11 Risk Management Action Plan This was accepted. 3.8(c) 10/11 Risk Management Group Annual Report The Risk Management Group’s Annual Report was presented for comment and approval. J Richards felt more information should have been provided in the report as to why a traffic light system was rejected in favour of the existing system for classifying risk. The Principal argued Audit committee Minutes 06 June 2011 Page 5 of 6 Approved by Chair Audit committee 10/11 Minutes that the current system provides more detail. C Wiggin agreed that a traffic light system would be useful. It was agreed that the Risk Management Group should be asked to Risk reconsider the matter. Management Group 3.9 10/11 3.10 10/11 Review of Committee Terms of Reference & Standing Agenda The Corporation Secretary asked the Committee to review the Terms of Reference. It was agreed that paragraph (h) be amended to replace “Learning & Skills Council or its successor” with “relevant funding bodies”. The membership is to be changed to require a minimum of four members. The quorum is to be changed to require a minimum of three members or 40% of the membership, whichever is the greater. The Standing Agenda was reviewed and it was agreed that no changes were necessary to this. Corporation Secretary to forward both documents for approval by Corporation Secretary Corporation. Any other business There was no other business to discuss. 3.11 10/11 Items to Take to Next Corporation Meeting Corporation Request for Auditors to be invited to Corporation Meeting Secretary Recommend to Corporation the appointment of Internal Auditors and fee List Internal Audit review titles Outline Internal Audit Plan for 2011/12 Outline Financial Statements and Regularity Auditor Plan 2011/12 Risk Register – Action Plan and Annual Report Terms of Reference and Standing Agenda 3.12 10/11 Date and Time of Next Meeting The next scheduled meeting is on Monday 14th November at 9:00am to be held in the Deanfield Meetings Room. 3.13 10/11 Meeting closure The Chair thanked the internal and external auditors for their input and expertise. He then thanked everyone for attending the meeting which closed at 11:14am. MINUTES of the meeting held on 6th June 2011 were agreed and accepted as a true and accurate record and signed by the Chair ………………………………....…………….. on …………………………………………. Audit committee Minutes 06 June 2011 Page 6 of 6 Approved by Chair