The purpose of the RSC Finance and Audit Committee is to ensure that the Board of Directors fulfills its legal, ethical, functional and fiscal responsibilities through adequate finance policy development for Board approval, participation in the development of financial, budget and investment strategies, ensuring that there is adequate security over the organization’s funds and accounting records, monitoring of finance activities, and liaison with the external auditors.
- The RSC Treasurer, who serves as Chair.
- The Secretary, who serves ex officio.
- Up to five designates of the Board from throughout the RSC membership, each of whom must have financial knowledge.
- An Independent, External Member.
- At its organizational meeting held in conjunction with each annual general meeting of the members, the Board shall appoint the members of the Committee for the ensuing year. The Board may at any time remove or replace any member of the Committee and may fill any vacancy in the Committee.
- A quorum for meetings shall be a majority of the members of the Committee, present in person or by telephone or other telecommunication device that permits all persons participating in the meeting to speak and to hear each other.
- The President and Executive Director of the RSC shall be available to advise the Committee, shall receive notice of all meetings of the Committee and may attend meetings at the invitation of the Chair. The Executive Director shall not be present when the Committee discusses or votes on his or her compensation.
- The Committee shall have access to such officers and employees of the RSC, its external auditors and its legal counsel and to such information respecting the RSC as the Committee considers to be necessary or advisable in order to perform its duties and responsibilities.
The Committee will meet as needed, based on the workload assigned to it by the Board of Directors, and no less than twice per year. Any member of the Committee may call a meeting of the Committee. The Committee shall hold in camera sessions without the presence of management at each meeting (unless the members of the Committee present determine that such a session is not required).
4. Duties and Responsibilities
- To make recommendations to the Board on finance matters such as finance and investment policy review and development, by-law and constitution revisions, etc.
- Develop and recommend appropriate policies and procedures to ensure sound financial and investment policies and practices are in place and recommend revisions as required including the Committee Terms of Reference, to assist the Governance and Ethics Committee of the Board of Directors in fulfilling its oversight responsibilities;
- Recommend an annual Budget to the Board, develop a Long-Term Financial Plan (i.e. rolling 5 years), and ensure that any Board of Directors approved staffing plan is properly funded.
- Review every six months the financial results of the organization that the Board of Directors has ultimate responsibility for (excluded would be any strategic partnerships that are administered by an outside management group) and obtaining explanations for variances to the Board approved Budget;
- Annual discussion with the external auditors prior to presentation to the Board of Directors regarding the result of their audit and any issues, findings or concerns that they wish to raise relating to the organization’s staff, accounting records, accounting practices and system of internal controls;
- Annually review the investment portfolio with the firm contracted to oversee RSC investments.
- Ensure proper orientation, support and continuing education for the organization’s staff involved in the accounting and finance function;
- Produce and keep current, documents needed for recruitment and education of current, new, and potential individual members to serve on the Finance Committee;
- Oversee the risk management and mitigation strategy of the RSC;
- Maintain a horizontal scan/global watch for accounting and finance policy development, best practices, and other opportunities relating to non-profit organizations and other PSOs that could lead to growth and improvement of the accounting and finance activities of the RSC;
- Additional duties as may be delegated to the Committee by the Board of Directors from time to time.
These terms of reference will be reviewed annually, and any recommended changes will be submitted to the Board for approval.
5. Approval / Review Dates
Revised and approved on: 12/11/2019