Toronto Catholic District School Board

Audit

Membership:
Michael Del Grande
Angela Kennedy
Daniel Di Giorgio

Members:
Kelly De Freitas
Phyllis Gallagher

Please note that meetings of the Audit Committee are held in private session.

Volunteer members Sought for Audit Committee

General Information

Composition

In accordance with Section 3 (1) 2 of O. Reg. 361/10, the Audit Committee shall consist of five members comprised of three Trustees of the Board and two non-board members selected from the community.

Term of Membership

The term of membership for a Board member shall be four years and three years for an external member.

An individual who is not a board member may not be appointed to the audit committee more than twice unless,

(a) the board advertised the position for at least 30 days; and

(b) after the 30 days, the selection committee did not identify any potential candidates.

Vacancies

(1) A member who is a board member vacates his or her position on the audit committee if,

(a) he or she is convicted of an indictable offence; or

(b) he or she is absent from two consecutive regular meetings of the committee and the committee has not authorized those absences by a resolution at the first regular meeting of the committee that follows the second absence. O. Reg. 361/10, s. 8 (1).

(2) A member who is not a board member vacates his or her position on the audit committee if,

(a) he or she is convicted of an indictable offence;

(d) it is discovered that he or she had a conflict of interest as described in subsection 4 (2) at the time of his or her appointment and failed to disclose it. O. Reg. 361/10, s. 8 (2).

(3) Despite any by-law of a board, if a position on the audit committee becomes vacant, the position shall be filled as soon as possible in accordance with Regulation. O. Reg. 361/10, s.8(3).

(4) A person who is appointed to fill a vacancy shall hold the position for the remainder of the term of the member whose position became vacant. O. Reg. 361/10, s. 8 (4).

Meetings

(1) An audit committee of a board shall meet at least three times in each fiscal year at the call of the chair of the committee, and at such other times as the chair considers advisable. O. Reg. 361/10, s. 11 (1).

(2) The first meeting of the audit committee in each fiscal year after the 2011 year shall take place no later than September 30. O. Reg. 361/10, s. 11 (2).

(3) Each member of the audit committee has one vote. O. Reg. 361/10, s. 11 (3).

(4) The audit committee shall make decisions by resolution. O. Reg. 361/10, s. 11 (4).

(5) In the event of a tie vote, the chair is entitled to cast a second vote. O. Reg. 361/10, s. 11 (5).

(6) A majority of the members of the audit committee that includes at least one member who is not a board member constitutes a quorum for meetings of the committee. O. Reg. 361/10, s. 11 (6).

(7) The chair of the audit committee shall ensure that minutes are taken at each meeting and provided to the members of the committee before the next meeting. O. Reg. 361/10, s. 11 (7).

(8) Despite subsection (1), an audit committee of a board is required to meet only twice during the 2010-2011 fiscal year. O. Reg. 361/10, s. 11 (8).

MANDATE

The mandate of the Audit Committee shall be in accordance with the duties and powers of an Audit Committee as outlined in O. Reg. 361/10 as follows:

Duties of an audit committee

(1) An audit committee of a board has the following duties related to the board’s financial reporting process:

1. To review with the director of education, a senior business official and the external auditor the board’s financial statements, with regard to the following:

i. Relevant accounting and reporting practices and issues.

ii. Complex or unusual financial and commercial transactions of the board.

iii. Material judgments and accounting estimates of the board.

iv. Any departures from the accounting principles published from time to time by the Canadian Institute of Chartered Accountants that are applicable to the board.

2. To review with the director of education, a senior business official and the external auditor, before the results of an annual external audit are submitted to the board,

i. the results of the annual external audit,

ii. any difficulties encountered in the course of the external auditor’s work, including any restrictions or limitations on the scope of the external auditor’s work or on the external auditor’s access to required information,

iii. any significant changes the external auditor made to the audit plan in response to issues that were identified during the audit, and

iv. any significant disagreements between the external auditor and the director of education or a senior business official and how those disagreements were resolved.

3. To review the board’s annual financial statements and consider whether they are complete, are consistent with any information known to the audit committee members and reflect accounting principles applicable to the board.

4. To recommend, if the audit committee considers it appropriate to do so, that the board approve the annual audited financial statements.

All Meetings begin at 7:00 p.m. in the Board Room 2nd floor at the Catholic Education Centre, 80 Sheppard Ave East, Toronto ON M2N 6E8 unless otherwise listed.