The ASTC Finance and Audit Committee is responsible for assisting the Board of Directors’ oversight of:
- the integrity of the Association’s financial statements, ASTC’s financial strategy and objectives, and their relationship to the annual strategic priorities
- Performance of the Association’s Investments
- Compliance with legal and regulatory requirements;
- The independent auditor’s qualifications and independence
- The performance of the Association’s independent auditors
- Review and Approve the Audited Financial Statements
The Committee, in carrying out its responsibilities, will provide financial advice which allows the Association Board to make timely and appropriate decisions related to ASTC’s strategic plan.
Roles and General Responsibilities:
The Finance Committee is a standing committee of the Board of Directors and is typically chaired by the Board Treasurer. The committee is responsible for reviewing and providing guidance for the organization’s financial matters. Specifically, the committee assures internal controls, independent audit and financial analysis for the organization. The Committee is responsible for:
- Reviewing revenues and expenses at Committee meetings held at scheduled times as deemed necessary.
- Reviewing financial performance relative to achievement of the strategic objectives.
- Reviewing investment reports to determine if organizational funds are allocated and spent appropriately (i.e., restricted funds).
- Developing and recommending to the Board an investment strategy and reviewing the progress of said strategy.
- Reviewing annual budget assuring correlation to the strategic objectives and recommending its approval to the Board
- Reviewing the annual audit report and recommending its approval to the Board. (See attachment A)
- Reviewing and approving all applicable tax forms (990).
- Providing guidance to staff as needed.
Staff is responsible for the preparation, presentation, and integrity of ASTC’s financial statements and for the appropriateness of the accounting principles and reporting policies that are used.
Timing and Communication:
The Finance and Audit Committee shall meet via conference call as it deems necessary with the ideal schedule on a monthly basis. Meetings will include discussion of the prior month’s financial statements as well as any other issues related to the Committee including investment policy and investment performance. Quarterly financial statements prepared by the Controller and reviewed by the committee shall be sent to ASTC Board members.
The Committee shall periodically meet separately with management and the independent auditor (if applicable) to discuss issues and concerns warranting Committee attention. The Committee may delegate authority to subcommittees or individuals when appropriate. Any such subcommittee or individual acting under authority delegated by the Committee shall report any actions taken to the Committee at its next scheduled meeting. The Committee shall report regularly to the Board.
Monthly Review of Financial Statements
The Committee should review the financial statements presented by the Controller on a monthly basis and provide guidance related to additional reports or presentation format for these reports.
The Committee shall coordinate the Board’s oversight of ASTC’s internal control over financial reporting, ASTC’s code of ethics for principal financial officers and ASTC’s code of business ethics and conduct. The Committee shall receive and review the reports of the Controller.
The Committee shall discuss ASTC’s policies with respect to risk assessment and risk management, including guidelines and policies to govern the process by which the Association’s exposure to risk is handled. The Committee should discuss with management the major financial risk exposures and the steps management has taken to monitor and control such exposures.
The Committee shall consult with ASTC’s General Counsel regarding (i) legal matters that may have a material impact on the financial statements of ASTC; (ii) any significant reports to, or inquiries from, regulators or governmental authorities; (iii) significant legal compliance policies that may affect the financial statements and (iv) any “whistleblower” complaints, employee grievances or other complaints regarding the integrity of ASTC’s financial statements, internal controls or significant accounting policies.
Procedures for Complaints
The Committee shall establish procedures for (i) the receipt, retention and treatment of complaints received by ASTC regarding accounting, internal accounting controls or auditing matters; and (ii) the confidential, anonymous submission by employees of ASTC of concerns regarding questionable accounting or auditing matters.
Evaluation of Financial Strategy and Objectives
The Committee shall review and discuss with management ASTC’s financial strategy and objectives in relationship to the budget and the strategic priorities for the budgeting period.
The Committee shall have such other duties as may be delegated from time to time by the Board.
Structure and Membership
The Committee shall be comprised of no fewer than three members. The members of the Committee shall be appointed by the Board on recommendation of the Nominating Committee. Committee members may be replaced by the Board. The Committee Chairman must be a member of the Board of Directors. The Committee shall consist of at least one member who is a director, and other members at large who are not necessarily directors, who:
Have no relationship to ASTC that may interfere with the exercise of their independent judgment.
Do not receive any consulting, advisory or other compensatory fee from ASTC.
Are not “affiliated persons” (as defined by applicable law or regulation) of the Association other than as a member of the Board or any of its committees;
Committee members are financially literate.
Procedures and Administration
- Meetings. A majority of the members of the Committee shall constitute a quorum for the transaction of business, and the affirmative vote of a majority of those present shall be necessary for any action by the Committee. The Committee shall periodically meet separately with: (i) the independent auditor; (ii) ASTC management. The Committee shall keep such records of its meetings as it shall deem appropriate.
- Subcommittees. The Committee may form and delegate authority to one or more subcommittees (including a subcommittee consisting of a single member), as it deems appropriate from time to time under the circumstances. Any decision of a subcommittee to pre-approve audit, review, attest or non-audit services shall be presented to the full Committee at its next scheduled meeting.
- Reports to Board. The Committee shall report regularly to the Board. The Committee should review with the full Board any issues that arise with respect to the quality or integrity of ASTC’s financial statements, ASTC’s compliance with legal or regulatory requirements, the performance and independence of the ASTC’s independent auditors or the performance of the internal audit function.
- Charter. At least annually, the Committee shall review and reassess the adequacy of this Charter and recommend any proposed changes to the Board for approval.
- Investigations. The Committee shall have the authority to conduct or authorize investigations into any matters within the scope of its responsibilities as it shall deem appropriate, including the authority to request any officer, employee or advisor of ASTC to meet with the Committee or any advisors engaged by the Committee.
- Annual Self-Evaluation. At least annually, the Committee shall evaluate its performance. The Chairman of the Committee, together with ASTC’s President, shall determine the form and nature of the annual self-evaluation. The Chairman of the Committee shall report the results of the evaluation to the Board.
The Committee is responsible for the appointment, evaluation, retaining and when necessary terminating the engagement of the independent auditor. In addition the Committee should review the RFP process related to the hiring of a new Independent Auditor.
Every five years, the Committee shall assess whether to retain the current auditor for the next audit or decide upon a rotation of the independent audit firm. The Committee shall consult with the independent auditor regarding rotation of the lead partner in compliance with applicable regulatory requirements.
The Committee should actively engage in a dialogue with the auditors with respect to any disclosed relationships or services that may impact their objectivity and independence.
Committee members shall review with the independent auditors and financial management the adequacy and effectiveness of the accounting and financial controls and elicit any recommendations for the improvement of such internal control procedures or areas where new or more detailed controls or procedures are desirable.
The independent auditors are responsible for auditing ASTC’s financial statements. The authority and responsibilities set forth in this Charter do not reflect or create any duty or obligation of the Committee to plan or conduct any audit, to determine or certify that ASTC’s financial statements are complete, accurate, fairly presented, or in accordance with generally accepted accounting principles or applicable law, or to guarantee the independent auditor’s report.
Audited Financial Statements
Review and Discussion. The Committee shall review and discuss with the Board and ASTC’s management and independent auditor ASTC’s annual audited financial statements.
Oversight. The independent auditor shall report directly to the Committee, and the Committee shall be directly responsible for oversight of the work of the independent auditor, including resolution of disagreements between Company management and the independent auditor regarding financial reporting.
In connection with its oversight role, the Committee shall, from time to time as appropriate receive and consider the reports required to be made by the independent auditor regarding:
- critical accounting policies and practices
- other material written communications between the independent auditor and Company management.
The Committee shall also review, in consultation with the independent auditor:
- any audit problems or difficulties the independent auditor encountered in the course of the audit work and management’s response, including any restrictions on the scope of the independent auditor’s activities or on access to requested information and any significant disagreements with management;
- significant issues as to the adequacy of ASTC’s internal controls and any special audit steps adopted in light the determination that any significant deficiencies or material weaknesses
- analyses prepared by management and/or the independent auditor setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including analyses of the effects of alternative GAAP methods on the financial statements
- any accounting adjustments that were noted or proposed by the auditor but were “passed” (as immaterial or otherwise)