Audit Committee Charter
1. Scope
This charter determines the composition, functioning and powers of the Audit Committee of the Board of Governors of the Institute of Tropical Medicine (“ITM”). Only the Board of Governors is authorised to approve and amend this charter.
2. Assignment
The Audit Committee assists the Board of Governors in its supervisory function by:
Verifying that the ITM complies with all obligations with regard to the provision of information to the Board of Governors, the auditor and the authorities;
Verifying that the ITM complies with the legal, regulatory, statutory and internal requirements;
Identifying and evaluating risk analysis and risk management;
The designation of the internal auditor;
Supervising the independent, honest and competent functioning of the internal auditor;
Ensuring the integrity of financial reporting and internal control thereof;
Advising on the designation, dismissal and remuneration of auditors;
Auditing the annual accounts, the work and the auditors’ reports;
Exercising a signalling function in relation to policy, administration and management;
Handling specific files submitted by the Board of Governors for advice.
3. Composition
3.1. Members
The Audit Committee consists of at least a chairperson and one member, designated by the Board of Governors. The chairperson and at least one member shall be part of the Board of Governors. The director cannot be a member of the Audit Committee.
The Board of Governors shall ensure the balanced and competent composition of the Audit Committee.
The mandate of a member of the Audit Committee coincides with his or her mandate as a governor. The Board of Governors can terminate the mandate of any member ad nutum at any time.
3.2. Observers
The director, the general manager, the financial manager, the unit head Quality and the company secretary shall attend the meetings as observers, unless the Audit Committee decides otherwise. In case the chairperson of the Board of Governors is not a member of the Audit Committee, he or she can always attend the meetings as an observer.
The company secretary shall act as secretary of the Audit Committee.
3.3. Invitees
The Audit Committee can always invite other people to its meetings.
4. Functioning
The Audit Committee shall meet as often as necessary and at least twice a year, once in the spring to discuss the ITM’s annual accounts and to discuss the internal audit programme, and once in the autumn to discuss the ITM’s budget and the results of the internal audit programme. The Audit Committee can only validly deliberate if at least half of its members are present, with a minimum of two members.
The chairperson shall convene the meeting on his or her own initiative, at the request of a member or at the request of the Board of Governors, shall preside over the meeting and shall report to the Board of Governors. If the chairperson is unable to attend, the oldest member present shall assume his or her duties. The invitation, the agenda and the accompanying documents shall be sent to the members and observers at least two days in advance, unless it is urgent. The meetings may also be held by tele or videoconference.
A report of each meeting shall be drawn up, which shall be approved by the members and shall be kept in the ITM’s register.
The Audit Committee may discuss confidential issues in closed session where necessary, with or without the persons concerned.
The Audit Committee has access to all information and to all ITM staff, subject to the legal and deontological rules on confidential information. It may, on its own initiative, carry out any investigation in the organisation. In addition to the internal auditor, the Audit Committee may call upon ITM staff and external specialists.
The Audit Committee reports at least once a year to the Board of Governors, if required in the presence of the internal auditor and the external auditor, on its activities and findings. It can at all times formulate any recommendation it deems necessary from its supervisory function.
5. Internal audit
The Audit Committee informs the Board of Governors about the designation of the internal auditor and his annual assignment. The internal auditor can be designated being a staff member or an external consultant and reports to the chairperson of the Audit Committee. The internal auditor may be assisted by external specialists in the performance of his or her audit tasks, subject to approval by the Audit Committee.
The Audit Committee monitors the quality, coverage and efficiency of the internal audit plans and their coordination with those of the auditors.
The Audit Committee shall review at least annually with the internal auditor, where necessary together with the auditor, the significant findings, the management’s response to those findings, and any problems that have arisen in performing the assignment.