2.3 Audit Committee

EFFECTIVE: 10/6/2011 · REVISED: 10/25/2019

Purpose #

The Audit and Finance Committee is appointed by The University of Tennessee Foundation, Inc. (UTFI), Board of Directors (board) to assist in fulfilling their fiduciary responsibilities in the oversight of the quality and integrity of the UTFI financial accounting and reporting practices. The committee’s role includes evaluating UTFI’s financial operations and annual budget as well as a focus on the UTFI processes to manage business and financial risk, systems of internal control, and compliance with significant applicable legal, ethical, and regulatory requirements.  The Committee shall provide a forum for communication among the auditors, management, and the members of the board of directors.

Organization #

The Audit and Finance Committee is a standing committee of the board established pursuant to Article VI, Paragraph 2, of the Foundation’s bylaws and shall operate pursuant to the bylaws.

Roles and Responsibilities #

The responsibilities of the Audit Committee include:

External Audit #

• Review and recommend appointment of the external auditor.
• Receive, review and discuss the external audit report.
• Work with UTFI management, staff and auditors to address any audit recommendations.
• Advise the external auditor of any information the committee may receive pertinent to audit matters.

Internal Controls and Risk Management #

• Evaluate UTFI’s system of internal controls and risk management.
• Inform the board of the results of routine formal risk assessments.
• Work with UTFI management, staff, and auditors to address any weaknesses in the internal controls.

Waste, Fraud, and Abuse #

• Ensure that UTFI management and staff understand their duty to prevent, detect and report fraud, waste and abuse.
• Promptly notify the UTFI board chair and president of any indications of fraud.
• Initiate and facilitate any audits or investigations of UTFI.
• Advise investigators of any information the committee may receive pertinent to investigative matters.
• Establish a process by which employees, alumni, donors, citizens of Tennessee, or others may confidentially report suspected illegal, improper, wasteful or fraudulent activity.

Ethics and Responsibility #

• Review UTFI’s Ethics & Responsibility Policy and recommend changes as needed.
• Review annual disclosure statements made pursuant to the Ethics & Responsibility Policy for adequacy and compliance.
• Adjudicate all conflict of interest matters as more fully set forth in the Ethics & Responsibility policy.

Finances #

• Oversight and evaluation of UTFI finances and financial reporting
• Oversight and evaluation of UTFI fiscal policy
• Reviewing and recommending board action on the issuance of any debt instruments

Budget #

• Oversight and evaluation of the annual operating budget
• Reviewing and recommending board action on the annual operating budget
• Reviewing and evaluating actual performance against the operating budget

Charitable Gift Annuity Program #

• Oversight of the charitable gift annuity program

Investments #

• Reviewing short-term (non-endowed) investment strategies
• Reviewing short-term investment (including asset-allocation, disbursement and spending) policies
• Other short-term investment policies and related matters as the Finance Committee deems appropriate

Other Responsibilities #

• Transact any other business the Board may specifically commit to the committee.