AGA Audit Committee
This Organizational Statement was last revised by the Governing Board, (7) VOTED, April 2018.
Mission
To assist the governing board in fulfilling its oversight responsibilities.
Committee Structure
The committee consists of five members (including a chair): a member of the AGA Institute Ethics Committee; and three members of other AGA/AGA Institute committees. The chair should have experience on either the committee or the AGA Finance and Operations Committee. A chair-elect (who shall not count against the maximum membership) shall be appointed one year before the end of the term of the chair.
Appointment terms of committee members shall be concurrent with terms of their committee assignment. The chair shall serve a three-year term.
The committee chair is authorized to create small, temporary subgroups consisting of members and nonmembers of the committee to address policy development and oversight of specific issues within the committee’s mission. Costs of all such subgroups must be included in the committee’s approved budget.
Committee Functions
DUTIES OF THE COMMITTEE INCLUDE:
- Overseeing the integrity of the organization’s financial accounting process and systems of internal controls regarding finance, accounting and use of assets.
- Overseeing the independence and performance of the independent auditors and staff with finance responsibilities.
- Providing an avenue of communication among the organization’s independent auditors, management, staff and governing board.
- Conducting any investigation appropriate to fulfill its responsibilities, and directly accessing the independent auditors as well as anyone in the organization. The committee can recommend to the governing board that it retain, at the organization’s expense, special legal, accounting, or other consultants or experts it deems necessary in the performance of its duties.
Responsibilities
REVIEW WITH OUTSIDE AUDITORS:
- The annual financial statements and related footnotes and financial information to be included in the annual report to members.
- The scope and general extent of the outside auditor’s annual audit. The committee’s review should include an explanation from the outside auditors of the factors considered by the accountants in determining the audit scope, including major risk factors.
- The outside auditors should confirm to the committee that no limitations have been placed on the scope or nature of their audit procedures.
- Results of the audit of the financial statements and the related report therein and, if applicable, a report on changes during the year in accounting principles and their application.
- Significant changes to the audit plan, if any, and any serious disputes or difficulties with management encountered during the audit. Inquire about the cooperation received by the outside auditors during their audit, including access to all requested records, data and information.
- Ask the outside auditors if there have been any disagreements with staff that, if left unresolved, would have caused them to issue a nonstandard report on the organization’s financial statements.
- Receive written communication from the outside auditors concerning their judgment about the quality of the staff’s accounting principles, and confirm that they concur with management’s representation concerning audit adjustments.
- Obtain annually from the outside auditors a letter regarding the adequacy of internal controls.
- Meet with the executive vice presidents and the outside auditors to discuss any “material” or “serious” recommendations. The committee should review staff’s responses to the letter of comments and recommendations from the independent accountants and receive follow-up reports on action taken to resolve recommendations.
- Inquire as to the independence of the outside auditors and obtain from the outside auditors (at least annually) a formal written statement delineating all relationships between the outside auditors and the organization.
- Review significant accounting and reporting principles, practices and procedures used by the organization in preparing its financial statements.
- Discuss with the outside auditors their judgments about the quality, not just the acceptability, of the organization’s accounting principles.
COMMITTEE ACTIONS:
- Recommend to the governing board the selection, retention or termination of the organization’s outside auditors.
- Reassess the adequacy of the committee charter and recommend any proposed changes to the governing board for approval.
- Discuss with the outside auditors the quality of the organization’s financial and accounting personnel. Ask the executive vice presidents about the responsiveness of the independent accountants to the organization’s needs.
- Arrange for and monitor special investigations, as needed, subject to the prior approval of the governing board.
- Develop a policy and process for grievances associated with organizational financial practices.
Members
- Vijaya Rao, MD (chair)
- John I. Allen, MD, MBA, AGAF (governing board liaison)
- Mitchell Mah’moud, MD, AGAF
