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 ARC is approved by the Board of Scottish Canals.  It comprises at least 4 members, with at least two non-executive Board members, one of whom shall be ARC Chair, and at least one independent member 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 members and terms of appointment in the financial year ending 31st March 2027 are:

Michelle Wailes - Chair

(Re -appointed with effect from 30th June 2025 to 30th June 2027) *

Rob McGregor

(Re-appointed with effect from 30th June 2025 to 30th June 2027) *

Robin Strang

(Appointed with effect from 30th June 2026 to 30th June 2029) *

Nick Martin

(Re-appointed with effect from 2nd August 2024 to 15th September 2026) *

Amanda McGuigan

Appointed with effect from 1st August 2026 to 31st July 2029*Or such earlier date in accordance with the terms and conditions of appointment

The ARC 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 ARC 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 ARC 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 ARC will also periodically review its own effectiveness and report the results of that review to the Board.

The ARC 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 ARC Chair.

The procedures for meetings are:

• the ARC will meet at least four times a year. The ARC Chair may convene additional meetings, as he/she deems necessary.
• A minimum of two members (with a Board member as Chair) will be present for the meeting to be deemed quorate. The Scottish Canals Board members appointed as ARC members may nominate a deputy from the Scottish Canals Board with delegated authority to represent them at ARC meetings if either are unable to attend an ARC meeting.
• ARC meetings will normally be attended by the Accountable Officer, relevant Directors and a representative of Internal Audit and External Audit.
• the ARC may ask any other officials of the organisation to attend to assist it with its discussions on any matter.
• the ARC 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 ARC to convene further meetings to discuss issues on which they want the ARC's advice.

For each meeting the ARC 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 ARC 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.

June 2026