Our audit committee provides an additional level of accountability by helping to ensure that we are following accepted practices, and are in compliance with various regulatory issues.
Fiscal Year 2018
- Arthur F. DuC. Musarra
- Amy Habib Rittling
- Kathie A. Keller
- Anthony B. Martino
- Arthur F. DuC. Musarra
- Sheldon M. Berlow
- William M.E. Clarkson
- Ellen E. Grant
- Ashok G. Kaveeshwar
- John Mineo
- Arthur A. Russ, Jr.
- Keith M. Stolzenburg
- Daniel J. Zimmer
Purpose of the Audit Committee
The audit committee is appointed by the board of trustees to assist the board in fulfilling its responsibilities.
The audit committee’s duties and responsibilities are to:
- Monitor the integrity of the UB Foundation’s financial reporting process and systems of internal controls regarding finance, accounting, tax and legal compliance
- Monitor the independence and performance of the independent auditors
- Provide an avenue of communication between the independent auditors, management and the trustees
- Monitor compliance with whistleblower policy
- Monitor compliance with conflict of interest policy
- Be alert for any aspect of the operations of the UB Foundation or use of its money that should be brought to the attention of the chair and/or the president
- Direct and oversee management’s implementation of an effective process to identify, monitor and manage the potential risks that the operation faces as it relates to financial reporting, internal controls, people, processes, systems and external events
- Consider any matters that from time to time may be referred to the audit committee by the board of trustees or executive committee of the UB Foundation
- Ensure that there is a process in place for succession planning for each committee and the organization
The audit committee has the authority to conduct any investigation appropriate to fulfilling its responsibilities, and it has direct access to the independent auditors and to any employee of the UB Foundation. The audit committee has the right to retain special legal, accounting or other consultants as it deems necessary in the performance of its duties. To the extent permitted by law it may, in its discretion, treat as confidential information received in the course of any investigation. The UB Foundation shall pay the reasonable fees and expenses of such consultants retained by the audit committee.
The audit committee shall be comprised of five or more members of the board. Special audit committee members may also be appointed by the committee chair. All members shall have a basic understanding of finance and accounting and be able to read and understand financial statements, and at least one member of the committee shall have accounting or related financial management expertise. Also, a majority of members shall be independent of the University at Buffalo and/or the UB Foundation. For the purpose of this prior sentence, membership on the UB Foundation’s board of trustees shall not be cause for a committee member to be non-independent.
The audit committee shall meet at least two times annually, or more frequently as circumstances dictate. The committee chair shall prepare and/or approve an agenda in advance of each meeting. The committee should meet in executive session at least annually and, with the independent auditors at least annually to discuss any matters that the committee believes should be discussed.
1. Audit Plan
Review the independent auditors’ audit plan prior to commencement of the audit. Discuss scope, staffing, locations and reliance upon management.
2. Annual Audit
Review the UB Foundation’s proposed annual audited financial statements prior to distribution. This review should include the matters required to be discussed under Statement of Auditing Standards No. 114, “The Auditor’s Communication with Those Charged with Governance”, which includes discussions with management and independent auditors of significant issues regarding accounting principles, practices and judgments, including without limitation donors’ restrictions, changes in accounting policies or practices and in financial reporting practices and controls, restrictions on the scope of the auditor’s activities or access to restricted information, and disagreements between the auditors and management over any accounting or reporting issue and best practices in accounting by comparable organizations.
3. Auditor’s Findings
In consultation with the management and the independent auditors, consider the integrity of the financial reporting processes and controls. Discuss significant financial risk exposures and the steps management has taken to monitor, control and report such exposures. Review significant findings prepared by the independent auditors together with management’s responses.
4. Legal Compliance of Audit
On at least an annual basis, review with the UB Foundation’s legal counsel any legal matters that could have a significant impact on the organization’s financial statements. To the extent that the audit committee has any question as to whether any part of the financial statements are in compliance with applicable laws and regulations, the committee shall consult legal counsel.
5. Purposes, Structure & ResponsibilitiesReview and reassess the adequacy of this document at least annually. Submit suggested changes to the executive committee for approval.
6. Enterprise Risk Assessment
Review and assess the efforts of other committees and management to coordinate risk assessments across all activities, and to make business judgements with a broader awareness of all risks.
7. Whistleblower Policy
The chair of the audit committee serves as the primary board contact for whistleblower complaints. The chair should update the committee on all complaints.
8. Evaluation of Auditor
The independent auditors are accountable to the audit committee and the board of trustees. The audit committee shall review the independence and performance of the auditors and annually recommend to the board the appointment of the independent auditors or approve any discharge of auditors when circumstances warrant.
Approve the fees and other significant compensation to be paid to the independent auditors.
10. Independence of Auditor
On an annual basis, the committee should review and discuss with the independent auditors all significant relationships they have with the UB Foundation that could impair the auditors’ independence. The committee should require a written representation from the auditors as to whether the auditors are independent and the committee should determine whether it believes the auditors to be independent. In making such determination, the committee may, but need not, rely on the auditor’s representation.
11. Foundation’s Accounting Principles
Consider the independent auditors’ judgments about the quality and appropriateness of the UB Foundation’s accounting principles as applied in its financial reporting.
January, May and September, and as determined by committee chair