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 2022
- Dale M. McKim III
- Mason P. Ashe
- Kathie A. Keller
- Ellen E. Grant
- Ashok G. Kaveeshwar
- Anthony B. Martino
- Arthur A. Russ, Jr.
- 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:
- (Independent Trustees only) Oversee the accounting and financial reporting processes of the Foundation and the audit of the consolidated financial statements, including the responsibilities set forth in Section 712-a of the New York Not-for-Profit Corporation Law (“NPCL”), as described in the responsibilities section below.
- Handle the Foundation’s conflict of interest policy matters.
- If requested by UB Foundation Activities, Inc., provide recommendations regarding the handling of Activities’ whistleblower policy matters.
- If requested by any Foundation affiliate, provide recommendations regarding the handling of the affiliate’s conflict of interest policy matters.
- Consider any additional matters which from time to time may be referred to the Audit Committee by the Board of Trustees or Executive Committee of the Foundation.
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 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 and, to the extent permitted by law, it may, in its discretion, treat as confidential information received in the course of any investigation. The Foundation shall pay the reasonable fees and expenses of such consultants retained by the Audit Committee.
The Audit Committee is a committee of the Board, and therefore its voting members must be limited to the Trustees of the Foundation. As required by the NPCL, the voting members shall include at least three Independent Trustees (as defined in Section 102(a)(21) of the NPCL, as amended from time to time) and may include additional Trustees of the Foundation. The Board may also appoint non-voting members to the Audit Committee, including Directors of the Foundation and Trustees Emeritus of the Foundation, as well as other persons who may be designated Special Audit Committee Members. 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. In addition to the NPCL requirement that at least three Audit Committee members must be Independent Trustees, the Board shall ensure that a majority of all Committee members (voting and non-voting members) are independent of the University and/or the UB Foundation. For the purpose of the prior sentence, membership on the Foundation’s Board of Trustees shall not be cause for a Committee member to be deemed non-independent.
Audit Committee members shall be appointed by the Board of Trustees on the recommendations of the Nominating Committee.
For those matters required by law to be handled by Independent Trustees only, no Committee members other than the Independent Trustees may be present during deliberations and voting on such matters. Unless otherwise determined by the Board, the Committee Chair shall be an Independent Trustee.
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.
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.
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.
January, May and October, and as determined by committee chair
Executive Assistant and Board Coordinator
Phone: (716) 645-8738
Chief Executive Officer
Phone: (716) 645-3013
|Katie Ruh Johnson
Senior Associate Director of Finance and Assistant Controller
Phone: (716) 645-1578
Staff Accountant, Government Filings & Internal Controls
Phone: (716) 645-3016