Audit Committee

As required by Section 712-a of the NPCL, the Independent Trustees shall oversee the accounting and financial reporting processes of the Foundation and the audit of the consolidated financial statements, which shall include

1. Audit Plan

Annually retain or renew the retention of an independent auditor to conduct the audit, and review with the independent auditor the scope and planning of the audit prior to the audit’s commencement, including staffing, locations, and reliance upon management.

2. Annual Audit

Upon completion of the audit and prior to distribution of the proposed audited financial statements, review the results of the audit and any related management letter with the independent auditor, including a review and discussion with the auditor of (A) any material risks and weaknesses in internal controls identified by the auditor, (B) any restrictions on the scope of the auditor’s activities or access to requested information, (C) any significant disagreements between the auditor and management, and (D) the adequacy of the organization’s accounting and financial reporting processes. The 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 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. 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.

6. Fees

Approve the fees and other significant compensation to be paid to the independent auditors.

7. Independence of Auditor

On an annual basis, the Committee should review and discuss with the independent auditors all significant relationships they have with the 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.

8. Foundation’s Accounting Principles

Consider the independent auditors’ judgments about the quality and appropriateness of the Foundation’s accounting principles as applied in its financial reporting.

Additional duties, which may be voted upon by all Trustees, with input from all Committee members, shall include:

9.  Purposes, Structure & Responsibilities

Review and reassess the adequacy of this document at least annually.  Submit suggested changes to the Executive Committee for approval.

10. 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.

11. Whistleblower Policy

Unlike Activities, the Foundation is not subject to the NPCL rules on whistleblower policies but shall pursue best practices in handling any whistleblower complaints and take steps to prevent unlawful retaliation against whistleblowers. The Committee Chair serves as the primary board contact for any whistleblower complaints related to the Foundation, and shall update the Committee on all complaints.

12. Report to the Board

The Committee shall report on its activities to the Board of Trustees of the Foundation.

13. Government Filings

Review and assess completion of IRS Form 990 of the University at Buffalo Foundation, Inc. & all affiliates, and monitor UBF management efforts to complete all government filings in an accurate and timely manner.