Under Article 9 of the Constitution of the National Rehabilitation Hospital enacted as of 1st January 2007 by the Provincial Leader of the South Province of the Religious Congregation of the Sisters of Mercy, the Board of Management of the Hospital may set up and delegate specific powers to one or more sub-committees comprising such numbers of the Board or partly of such members and partly of other persons whom the Board may consider suitable for any particular purpose. The Board is required to clearly define the authority and powers of any sub-committee so formed.
In these Terms of Reference:
- “the Committee” means the Audit Committee
- “the Hospital” means the National Rehabilitation Hospital
- “the Board” means the Board of Management of the Hospital
1.1. Members of the Committee shall be appointed by the Board. The Committee shall be made up of at least 3 members.
1.2. All members of the Committee shall be non-executive members of the Board, at least one of whom shall have recent and relevant financial experience. The Chairman of the Board shall not be a member of the Committee.
1.3. Only members of the Committee have the right to attend Committee meetings. However, other individuals such as the Chairman of the Board, the Chief Executive and the Financial Controller may be invited to attend all or part of any meeting as and when appropriate.
1.4. The external auditors will be invited to attend meetings of the Committee on a regular basis.
1.5. Appointments to the Committee shall be for a period of up to three years, which may be extended for two further three-year periods.
1.6. The Board shall appoint the Committee Chairman.
2.1. The Secretary to the Board or his / her nominee shall act as the Secretary of the
3.1. The quorum necessary for the transaction of business shall be 2 members. A duly
convened meeting of the Committee at which a quorum is present shall be competent
to exercise all or any of the authorities, powers and discretions vested in or
exercisable by the Committee.
3.2. Attendance at a meeting may include attendance via teleconferencing facilities.
4. Frequency of Meetings
4.1. The Committee shall meet at least three times a year at appropriate times in the
reporting and audit cycle and otherwise as required.
5. Notice of Meetings
5.1. Meetings of the Committee shall be convened by the Secretary of the Committee at the request of any of its members or at the request of external or internal auditors if they consider it necessary.
5.2. Unless otherwise agreed, notice of each meeting confirming the venue, time and date together with an agenda of items to be discussed, shall be forwarded to each member of the Committee, any other person required to attend, no later than 3 working days before the date of the meeting. Supporting papers shall be sent to Committee members and to other attendees as appropriate at the same time.
6. Minutes of Meetings
6.1. The Secretary shall minute the proceedings and resolutions of all meetings of the Committee, including recording the names of those present and in attendance.
6.2. The Secretary shall endeavour to ascertain, at the beginning of each meeting, the existence of any conflicts of interest and minute them accordingly.
6.3. Minutes of Committee meetings shall be circulated promptly to all members of the Committee and, once agreed, to all members of the Board.
7. Annual General Meeting
7.1. The Chairman of the Committee, or his / her nominee shall attend the Annual
General Meeting prepared to respond to any questions on the Committee’s
The Committee shall carry out the duties below for the Hospital:
8.1. Financial Reporting
8.1.1. The Committee shall monitor the integrity of the financial statements of the Hospital, including its Annual Report, and any other formal announcement relating to its financial performance, reviewing significant financial reporting issues and judgements which they contain. The Committee shall also review summary financial statements, and significant financial returns to regulators, for example, to the HSE and the Department of Health and Children
8.1.2. The Committee shall review and challenge where necessary:
188.8.131.52. the consistency of, and any changes to, accounting policies;
184.108.40.206. the methods used to account for significant or unusual transactions where different approaches are possible;
220.127.116.11. whether the Hospital has followed appropriate accounting standards and made appropriate estimates and judgements, taking into account the views of the external auditor;
18.104.22.168. the clarity of disclosure in the Hospital’s financial reports and the context in which statements are made; and
22.214.171.124. all material information presented with the financial statements, such as the operating and financial review and the corporate governance statement (insofar as it relates to the audit and risk management);
8.2. Internal Controls and Risk Management Systems
The Committee shall:
8.2.1. keep under review the effectiveness of the Hospital’s internal controls and risk management systems; and
8.2.2. review and approve the statements to be included in the Annual Report concerning internal controls and risk management.
8.3. Whistle blowing
The Committee shall review the Hospital’s arrangements for its employees to raise concerns, in confidence, about possible wrongdoing in financial reporting or other matters. The Committee shall ensure that these arrangements allow proportionate and independent investigation of such matters and appropriate follow up action.
8.4. Internal Audit
The Committee shall (following the appointment of internal auditors when, and if, thought appropriate by the Committee):
8.4.1. monitor and review the effectiveness of the Hospital’s internal audit function in the context of the Hospital’s overall risk management system;
8.4.2. approve the appointment and removal of the head of the internal audit function;
8.4.3. consider and approve the remit of the internal audit function and ensure it has adequate resources and appropriate access to information to enable it to perform its function effectively and in accordance with the relevant professional standards. The Committee shall also ensure the function has adequate standing and is free from management or other restrictions;
8.4.4. review and assess the annual internal audit plan;
8.4.5. review reports of the internal auditor’s work on a periodic basis;
8.4.6. review and monitor management’s responsiveness to the findings and recommendations of the internal auditor; and
8.4.7. meet with the head of internal audit at least once a year, without management being present, to discuss their remit and any issues arising from the internal audits carried out. In addition, the head of internal audit shall be given the right of direct access to the Chairman of the Board and to the Chairman and members of the Committee.
8.5. External Audit
The Committee shall:
8.5.1. consider and make recommendations to the Board, to be submitted for approval at the AGM, in relation to the appointment, re-appointment and removal of the Hospital’s external auditor. The Committee shall oversee the selection process for new auditors and if an auditor resigns the Committee shall investigate the issues leading to this and decide whether any action is required.
8.5.2. Oversee the relationship with the external auditor including (but not limited to);
126.96.36.199. approval of their remuneration, whether fees for audit or non audit services and that the level of fees is appropriate to enable an adequate audit to be conducted;
188.8.131.52. approval of their terms of engagement, including any engagement letter issued at the start of each audit and the scope of the audit;
184.108.40.206. assessing annually their independence and objectivity taking into account relevant professional and regulatory requirements and the relationship with the auditor as a whole, including the provision of any non audit services;
220.127.116.11. satisfying itself that there are no relationships (such as family, employment, investment, financial or business) between the auditor and the Hospital (other than in the ordinary course of business);
18.104.22.168. agreeing with the Board a policy on the employment of former employees of the Hospital’s auditor, then monitoring the implementation of this policy;
22.214.171.124. monitoring the auditor’s compliance with relevant ethical and professional guidance on the rotation of audit partners, the level of fees paid by the Hospital compared to the overall fee income of the firm, office and partner and other related requirements; and
126.96.36.199. assessing annually their qualifications, expertise and resources and the effectiveness of the audit process which shall include a report from the external auditor on their own internal quality procedures.
8.5.3. Meet regularly with the external auditor, including once at the planning stage before the audit and once after the audit at the reporting stage. The Committee shall meet the external auditor at least once a year, without management being present; to discuss their remit and any issues arising from the audit.
8.5.4. Review and approve the annual audit plan and ensure that it is consistent with the scope of the audit engagement.
8.5.5. Review the findings of the audit with the external auditor. This shall include but not be limited to, the following;
188.8.131.52. a discussion of any major issues which arose during the audit,
184.108.40.206. any accounting and audit judgements, and
220.127.116.11. levels of errors identified during the audit.
The Committee shall also:
8.5.6. Review the effectiveness of the audit process;
8.5.7. Review any representation letter(s) requested by the external auditor before they are signed;
8.5.8. Review the management letter and management’s response to the auditor’s findings and recommendations; and
8.5.9. Develop and implement a policy on the supply of non-audit services by the external auditor, taking into account any relevant ethical guidance on the matter.
8.6 Reporting Responsibilities
8.6.1. The Committee Chairman shall report formally to the Board on its proceedings after each meeting on all matters within its duties and responsibilities;
8.6.2. The Committee shall make whatever recommendations to the Board it deems appropriate on any area within its remit where action or improvement is needed;
8.6.3. The Committee shall compile a report on its activities to be included in the Hospital’s Annual Report.
8.7 Other Matters
The Committee shall:
8.7.1. Have access to sufficient resources in order to carry out its duties, including access to the Hospital’s secretariat for assistance as required;
8.7.2. Be provided with appropriate and timely training, both in the form of an induction programme for new members and on an ongoing basis for all members;
8.7.3. Give due consideration to laws and regulations governing the audit of companies in so far as they are appropriate for the Hospital;
8.7.4. Be responsible for co-ordination of the internal and external auditors;
8.7.5. Oversee any investigation of activities which are within its terms of reference;
8.7.6. Once a year, review its own performance, and terms of reference, to ensure it is operating at maximum effectiveness and recommend any changes it considers necessary to the Board for approval.
The Committee is authorised:
9.1. To seek any information it requires from any employee of the Hospital in order to perform its duties;
9.2. To obtain, at the Hospital’s expense, outside legal or other professional advice on any matter within its terms of reference; and
9.3. To call any employee to be questioned at a meeting of the Committee as and when required.
Terms of Reference approved by the Board of Management of the National Rehabilitation Hospital on 4th October 2007.