Audit and Risk Committee

The Board has established an Audit & Risk Committee as a Committee of the Board to support in their responsibilities for issues of risk, control and governance and associated assurance through a process of constructive challenge.

The number and composition of the membership of the Committee is approved by the Board of Scottish Canals.  It comprises at least 4 members, at least two non-executive Board members, one of whom shall be Chair of the Committee, up to two independent members appointed for up to 3 years (to be reviewed and reassessed upon completion of this term). In addition, a co-opted member may be appointed for a period not exceeding twelve months, unless the Board decides otherwise, to provide specialist skills, knowledge and experience. 

The current members and terms of appointment are: 

Michelle Wailes, Chair (Scottish Canals Board Member)

(Re -appointed with effect from 30th June 2022 to 30th June 2025) * 

Rob McGregor (Scottish Canals Board Member)

(Re-appointed with effect from 30th June 2022 to 30th June 2025) *

Katharina Kasper (Independent Member)

(Re-appointed with effect from 1st March 2024 to 28th February 2027) *

Nick Martin (Independent Member)

(Re-appointed with effect from 2nd August 2024 to 1st August 2027) *

* or such earlier date in accordance with the terms and conditions of re-appointment.

The Committee will formally report in writing to the Board and Accountable Officer after each meeting. A copy of minutes of the meeting may form the basis of the report.

The Committee will provide the Board and Accountable Officer with an Annual Report, timed to support finalisation of the accounts and the governance statement, summarising its conclusions from the work it has done during the year.

The Committee will advise the Board and Accountable Officer on:

• the strategic processes for risk, control and governance and the governance statement.
• the accounting policies, the accounts, and the annual report of the organisation, including the process for review of the accounts prior to submission for audit, levels of error identified, and management's letter of representation to the external auditors.
• the planned activity and results of both internal and external audit.
• the adequacy of management response to issues identified by audit activity, including external audit's management letter/report.
• the effectiveness of the internal control environment.
• assurances relating to the corporate governance requirements for the organisation.
• proposals for tendering for either internal or external audit services or for purchase of non-audit services from contractors who provide audit services. 
• anti-fraud policies, whistle-blowing processes, and arrangements for special investigations; and
• specific issues as directed by the Board and/or the Accountable Officer on which the Board and/or the Accountable Officer wants the Committee's advice. 

The Audit & Risk Committee will also periodically review its own effectiveness and report the results of that review to the Board.

The Committee may procure specialist ad-hoc advice at the expense of the organisation, subject to budgets agreed by the Board or Accountable Officer.

The representatives of Internal Audit and External Audit will have free and confidential access to the Chair of the Committee.

The procedures for meetings are:

• the Committee will meet at least four times a year. The Chair of the Committee may convene additional meetings, as he/she deems necessary.
• A minimum of three members (with a Board member as Chair) will be present for the meeting to be deemed quorate.
• Committee meetings will normally be attended by the Accountable Officer, relevant Directors and a representative of Internal Audit and External Audit.
• the Committee may ask any other officials of the organisation to attend to assist it with its discussions on any matter.
• the Committee may ask any or all of those who normally attend but who are not members to withdraw to facilitate open and frank discussion of matters.
• the Board or Accountable Officer may ask the Committee to convene further meetings to discuss issues on which they want the Committee's advice.

For each meeting the Committee will be provided with:

• a report summarising any significant changes to the organisation's Risk Register 
• a progress report from the Internal Auditors summarising:
• work performed (and a comparison with work planned).
• key issues emerging from Internal Audit work.
• management response to audit recommendations.
• significant changes to the audit plan.
• any resourcing issues affecting the delivery of Internal Audit objectives.
• a progress report from the External Audit representative summarising work done and emerging findings.

As and when appropriate, the Committee will also be provided with:

• an update on the Business Continuity Action plan. 
• business update reports from the Accountable Officer.
• the Terms of Reference of the Internal Auditors.
• the Internal Audit Strategy.
• the annual Internal Audit Plan.
• the Internal Auditors Annual Opinion and Report.
• quality assurance reports on the Internal Audit function.
• the draft accounts of the organisation.
• the draft governance statement.
• a report on any changes to accounting policies.
• External Audit's management letter/report.
• a report on any proposals to tender for audit functions.
• a report on co-operation between Internal and External Audit.
• a report on the Counter Fraud and Bribery arrangements and performance.
• reports from other sources within the “three lines of assurance” integrated assurance framework.
• Reports on matters identified as high risk to the organisation.