March 2025 Board of Health Meeting - Finance & Audit Committee Revised Terms of Reference Information Report

Meeting Date
March 2025 Board of Health Meeting
Meeting Document Type
Information Report
Finance & Audit Committee Revised Terms of Reference

PREPARED BY: Finance

DATE: March 20, 2025

SUBJECT: Finance & Audit Committee Revised Terms of Reference

COMMITTEE TERMS OF REFERENCE – FINANCE & AUDIT COMMITTEE

1. Establishment.  By these terms of reference, the “Finance & Audit Committee” is established as a Standing Committee of the Board pursuant to By-law No. 1, Article 7.1.

2. Name.  The name of the committee shall be the “Finance & Audit Committee.”

3. Mandate.  The Finance & Audit Committee acts as an advisory to the Board and is responsible for oversight of WECHU’s budgeting, financial reporting, auditing, and internal controls.

General:

  1. Review the terms of reference for the committee annually and recommend any revisions to the Board for approval.
  2. Recommend an annual work plan to the Board based on the terms of reference.
  3. Annually review, confirm and recommend revisions to finance and audit related policies.
  4. Other matters as may be referred by the Board, from time to time.

Audit:

  1. Review, approve and monitor the execution of the audit plan.
  2. Review and evaluate the auditor’s findings.
  3. Support the Board in any assessment activities undertaken by it in respect of the auditor.
  4. Monitor the effectiveness of the Health Unit’s financial reporting environment.
  5. Manage any conflicts between the auditor and Health Unit administration.
  6. Seek confirmation from the external auditor of compliance to generally accepted accounting principles and all new accounting, auditing and reporting standards.
  7. Meet privately with the auditors (without management/staff) as required, and receive and review recommendations with respect to management, accounting systems, and internal control issues.
  8. Make recommendations to the Board with respect to the approval of non-audit services.

Note:  The external auditor is appointed by The Corporation of the City of Windsor.

Budgets:

  1. Ensure that there is a process in place for the development of annual operating and capital budgets.
  2. Review and recommend to the Board the annual assumptions used to develop the operating and capital budgets.
  3. Review and recommend to the Board the annual operating and capital budgets.
  4. Receive attestation that all the required reporting to the Ministry of Health and the Ministry of Children, Community and Social Services has been delivered on time.

Financial Management: 

  1. On a quarterly basis, review and recommend to the Board approval of the financial statements.
  2. Review and recommend to the Board plans developed by management to address variances between budget and actual performance.
  3. Monitor implementation of action plans to address variances.

4. Qualifications.  Each Finance & Audit Committee member shall: 

  1. Be independent, which shall preclude among others, Officers and employees of the Health Unit from being Audit Committee members.
  2. Be financially literate.
  3. Have an understanding of the Health Unit and the environment within which it operates.

5. Composition.  Subject to meeting the qualification requirements, the Board shall appoint three Finance and Audit Committee members, with at least one of the appointees to be a Board Member.

6. Chair.  The Chair of the Finance & Audit Committee shall be the Board appointed Treasurer.

7. Term of Appointment.  Finance & Audit Committee members shall not serve for a period exceeding three years, without taking at least one year off and cumulatively shall not serve for a period of more than six years.

8. Powers.  In carrying out its mandate, the Finance & Audit Committee shall have the power to: 

  1. With the prior approval of the Board in accordance with By-law No. 1 Article 11.2, Part III, 8.2, retain external advisors.
  2. Require Board Members, Health Unit staff, the auditor or legal counsel to attend their meetings and require such individuals to provide any information or explanation that may be requested.
  3. Require the auditor to provide reports to the Finance & Audit Committee.
  4. Access and inspect all books and records of the Health Unit.

9. Quorum.  Quorum is achieved when 50% or more members are present.

10. Frequency of Meetings.  The Finance & Audit Committee shall meet as often as is required to fulfil its mandate but not less than four times in any twelve-month period.

11. Calling of Meetings.  Meetings of the Finance & Audit Committee may be called by the Chair or any two members of the Finance & Audit Committee.

12. Place of Meetings.  Meetings of the Finance & Audit Committee shall be held at 1005 Ouellette Avenue, Windsor, Ontario or virtually.

13. Notice.  Notice of meetings of the Finance & Audit Committee shall be subject to and in accordance with the following:

  1. Responsibility.  The Chair shall give or cause to be given the required notice.
  2. Amount.  At least seven days’ notice (exclusive of the day on which the notice is delivered or sent but inclusive of the day for which notice is given) shall be given.
  3. Content.  Include the date, time and place, as well as a description of the nature of the business to be transacted.
  4. To Whom Given.  Given to each member of the Finance & Audit Committee.

14. Transaction of Business.  Transaction of business of the Finance & Audit Committee shall be subject to and in accordance with the following:

  1. Quorum.  Quorum is achieved when 50% or more members are present.
  2. Voting.  Questions arising at any Finance & Audit Committee meeting shall be decided by a majority of votes.  Each Finance & Audit Committee member shall have one vote.
  3. Participation.  Attendance may be by electronic or other communication facilities that permit all individuals participating in the meeting to communicate with each other simultaneously and instantaneously, and if so, attending by those means is deemed to be present at the meeting.
  4. Individuals so participating from a remote location shall:
    1. Ensure that no unauthorized individuals are present with him or her.
    2. Direct all his or her attention to the meeting.
    3. Preserve confidentiality by ensuring that the proceedings cannot be overheard by any other individuals and by such other means as are appropriate.

15. Record Keeping.

  1. Minutes.  The Chair shall ensure that minutes are kept of all Finance & Audit Committee meetings which shall include the following:
    1. Name of the Committee;
    2. Date, time and place of meeting;
    3. Attendance at the meeting;
    4. Declarations of conflict of interest or inability to exercise independent judgment;
    5. Succinctly, accurately and clearly the material aspects of the Committee’s deliberations relative to the subject matter.
    6. Precise wording of all motions
    7. Whether the motion carried but not the number of votes for and against or which committee member voted which way; and
    8. Any objections or dissent requested by the maker to be put on record but otherwise shall not attribute specific comments to specific individuals.
  2. Keeping of Records.  All meetings shall be documented, with minutes circulated and preserved.

16. Reporting and Accountability.  Minutes of Finance & Audit Committee meetings shall be     forwarded to the Board and the Finance & Audit Committee.

Proposed Motion

Whereas the Finance and Audit Committee reviewed the revised Terms of Reference and recommends the revised Terms of Reference for approval to the Board of Health,

Now therefore be it resolved that the Board of Health approve the revised Terms of Reference for the Finance and Audit Committee.