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Wide Bay Hospital and Health Board Audit and Risk Committee Charter

December 2019

Board Audit and Risk Committee Charter – December 2019

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Our vision

Care Comes First…Through Patients’ Eyes

Our purpose

We support people to improve their lives by delivering patient-centred, high-quality healthcare

for Wide Bay.

Our Strategic Directions

Wide Bay Hospital and Health Service’s vision and the Strategic Plan consider and support the

Queensland Government’s objectives for the community Our Future State: Advancing

Queensland’s Priorities, with a particular contribution towards the objectives to keep

Queenslanders healthy and give all our children a great start. In this context, five strategic

directions have been developed and committed:

• Enhance holistic health care: we will put patients, carers and consumers at the centre of

all we do;

• Deliver more care locally: we will provide high-quality, innovative services and develop

our health technology;

• Plan today for future infrastructure: we will develop our health infrastructure to meet our

region’s needs;

• Develop and support our staff: we will invest in and nurture our staff;• Excellence

through innovation: we will improve our services through strategic partnerships and

active innovation.


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Board Audit and Risk Committee Charter

1.0 Purpose

The purpose of the Audit and Risk Committee Charter is to outline the role, responsibilities,

composition, guiding principles and operating guidelines of the Audit and Risk Committee (‘the

Committee’).

2.0 Role of the Board - Audit and Risk Committee

The purpose of the Board Audit and Risk Committee (the Committee) is to provide oversight,

independent advice and make recommendations to the Wide Bay Hospital and Health Board (the

Board) regarding:

• Wide Bay Hospital and Health Service’s (WBHHS’s) assurance framework, incorporating

enterprise risk, internal control and compliance frameworks, and internal and external audit

functions;

• WBHHS’s organisational and strategic risk profile; and

• WBHHS’s external accountability responsibilities as prescribed in the Financial Accountability Act

2009 (FAA), Auditor-General Act 2009 (AGA), Financial Accountability Regulation 2012 (FAR),

Financial and Performance Management Standard 2009 (FPMS) and Crime and Misconduct Act

2001 (CMA).

The committee has an oversight role and does not replace or replicate WBHHS management’s

primary responsibilities for:

• the management of risks;

• the operations of internal audit and risk management functions;

• the follow up of internal and external audit findings; or

• governance of WBHHS generally.

The Committee will provide prompt and constructive reports on its findings directly to the board

highlighting issues it considers are not being adequately addressed by management. The minutes of

the Committee’s meetings will be promptly provided to the Board.

3.0 Authority

The Committee:

• is a “prescribed committee” under Part 7 – Section 34 of the Hospital and Health Boards

Regulation 2012;

• in carrying out its duties and responsibilities, must at all times recognise that primary

responsibility for governance and performance of the WBHHS rests with the Board;

• Reports to the Board and has no executive powers, is not authorised to make decisions and

is advisory to the Board;

• Recommendations to the Board are made by consensus and do not require a formal vote;

and

• Charter is approved by the Board.


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In discharging its responsibilities, the Committee has the authority to:

• Recommend investigations into matters within its scope of responsibility;

• Access information, records and personnel of the WBHHS for such purpose;

• Request the attendance of any employee, including executive staff, at Committee meetings;

• Conduct meetings with WBHHS internal and external auditors, as necessary;

• Seek advice from external parties, as necessary.

4.0 Scope

The Committee will adopt a proactive approach to risk management and are to advise the Board on

the following matters:

4.1 Functions

Risk Management

• Lead the WBHHS strategic direction in the management of organisational and strategic risks;

• Ensure WBHHS has a current and sound system of risk management for the effective identification and management of organisational and strategic risks;

• Consider risk related matters arising from other Board Committees;

• Monitor WBHHS’s compliance with risk management policies;

• Assess the effectiveness of the risk management framework in identifying and managing all significant risks within the risk appetite established by the Board and make recommendations (where appropriate) to the Board.

Internal Controls

• Review, through the audit planning and reporting process of internal and external audit, the adequacy of the internal control structure and systems, including information technology security and control;

• Review, through the audit planning and reporting process of internal and external audit functions, whether relevant policies and procedures are in place and up-to-date, including those for the management and exercise of delegations, and whether they are being complied with in all material matter;

• Provide oversight and advice on: - the effective functioning of the WBHHS integrity framework;

- compliance with relevant integrity legislation, including the Crime and Misconduct Act

2001, Public Sector Ethics Act 1994, Public Interest Disclosure Act 2010 and Integrity

Act 2009, and whole of government policies, principles and guidelines, including the

Code of Conduct for the Queensland Public Service;

- the WBHHS Lobbyists Contact Register.

Compliance

• Determine whether management has considered legal and compliance risks as part of the WBHHS’s risk assessment and management arrangements;

• Review the effectiveness of the compliance management framework in identifying, managing and monitoring significant compliance risks.

• Review the findings of any examinations by regulatory agencies, and any auditor observations.

Financial Statements Assess the adequacy of the WBHHS financial statements, having regard to the following:


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• The appropriateness of the accounting policies, practices and assumptions made in preparing the financial statements;

• Compliance with prescribed accounting standards;

• Satisfactory explanation for any complex or unusual transactions, or trends or material variations from budget;

• Information provided by the WBHHS about the accuracy and completeness of the financial statements;

• Review, with management, the internal and external auditors, the results of the external audit and any significant issues identified.

Internal Audit

• Review the Internal Audit Charter as required;

• Review the adequacy and resourcing of the internal audit function, having regard for the WBHHS’s risk profile;

• Review and approve the Internal Audit strategic and annual plan, scope and progress, and any significant changes, including any difficulties or restrictions on scope of activities, or significant disagreements with management;

• Review the proposed Internal Audit Plan for the coming year to ensure that it covers key risks and that there is appropriate co-ordination with the external auditor;

• Review and monitor Internal Audit reports and action taken including audit issues remaining unresolved;

• Review and assess performance of the Internal Audit operations against the annual and strategic audit plans;

• Monitor developments in the audit field and standards issued by professional bodies and other regulatory authorities, in order to encourage the usage of best practice by Internal Audit;

• The Chair and other independent members may hold executive sessions with Internal Audit if required.

External Audit

• Consult with external audit on the function’s proposed audit strategy, audit plan and audit fees for the year;

• Assess whether there is a material overlap between the internal and external audit plans;

• Assess the extent of reliance placed by the external auditor on internal audit work;

• Review the findings and recommendations of external audit and the adequacy of the response to them by management;

• Review the implementation of external audit recommendations accepted by management and where issues remain unresolved ensure that satisfactory progression is being made to mitigate the risk associated with audit’s finding.

4.2 Committee risk management The Committee will:

• Identify risks and mitigating strategies with all decisions and recommendations made;

• Implement processes to enable the Committee to identify, monitor and arrange

management of risks as they relate to the scope of the Committee;

• Validate the decisions and judgements made regarding organisational and strategic risk;

• Work collaboratively with the WBHHS Risk Committee to manage risks as required;

• Provide advice to the Board regarding strategic or organisation risks which they believe

are not appropriately managed within the risk appetite.


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4.3 Sub-committees The Committee Chair has the authority to create relevant sub-committees or other subordinate

bodies deemed necessary to enable the Committee to discharge its responsibilities.

Any overlap in the responsibilities of the Committee and other committees of the Board will be

dealt with directly or through the Board or management.

The Committee shall refer any issues that relate more appropriately to another committee to that

other committee.

Each Committee will consult, where necessary, with the other committees.

4.4 Reporting The Committee receives the following reports for consideration:

Report

Description

Frequency

Responsibility

Internal Audit

Progress Report

Summary of findings from internal audit and

WBHHS’s progress against

recommendations

Standing

Agenda

Internal Audit

Queensland Audit

Office (QAO) • Review of financial reports and audit

findings

• Client strategy, including audit timetable,

staffing and audit fee

Standing

Agenda

QAO/Audit

Engagement

Leader

External Audit

Reports External Audit Plan, Interim Report,

Progress reports, and closing reports.

Standing

Agenda

QAO/External Audit

Risk Management

Framework

Annual Review of Risk Management

Framework – purpose, process compliance

and appropriateness to risk appetite

Annual Executive Director

Governance

Risk Report Quarterly review of WBHHS’s risk profile:

- A summary of the status of risks –

organisation and strategic

- Exception report identifying

progress of control and mitigation

strategies on all high and very-high

level operational risks and risks that

a new or have had a significant

change in risk status.

Standing

Agenda

Executive Director

Governance

Annual Financial

Statements

Review of draft financial statements, CFO

assurance statement, financial reporting

timetable/plan, accounting policy changes

for the financial year, and assumptions for

assets, liabilities, incomes and expenses

Annual ED Finance and

Performance

Internal Audit

Plan

Recommend endorsement of Internal Audit

strategic and annual plan and IA Charter

Annual Chair/Secretariat

Integrity oversight Reports on integrity framework, contact with

lobbyists, public interest disclosures, CCC

reporting, fraud and misconduct trends.

Standing

Agenda

ED Human

Resources


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Compliance Findings of regulatory agency and auditor

observations for review

Standing

Agenda

ED Governance

Reports are provided by the Committee as follows:

Recipient

Report

Frequency

Responsibility

WBHH Board

Committee members

Standing invitees

Audit and Risk Committee

minutes

After every

meeting

Secretariat

WBHH Board

For inclusion in the WBHHS

Annual Report: a summary of

past year’s performance and

achievements

Annually

Chair

WBHH Board

Matters for attention of the

Board

As required

Chair

Other information is provided in line with the Committee Work Plan and emergent reporting as

required and/or requested.

The Committee Chair has the delegated authority to amend the Charter in relation to the reports

the Audit and Risk Committee receives.

4.5 Decision making Committee recommendation are made by consensus. Formal votes are not required.

Recommendations of the Committee will be regarded as its collective decision or advice unless

there is material dissension. The minority view will be recorded in the minutes of the meeting.

4.6 Issue Escalation Matters unable to be resolved by the Committee are escalated to the Board.

5.0 Membership 5.1 The Committee

The Committee will have at least three members, all of whom, including the Chair, are Board

members. All Committee members are to be appointed by the Board.

At least one member will have financial expertise, as described in the Queensland Treasury

publication, Audit Committee Guidelines: Improving Accountability and Performance, June 2012.

Where the necessary skills do not exist on the Board, the Board may appoint an external member

to the Committee.

The Board Chair is an ex officio member of the Committee.

5.2 Chairperson The Chair will be appointed by the WBHH Board.

The WBHH Board Chair will not be the Chair of the Audit and Risk Committee.

The Committee Chair is to preside at all meetings of the Committee at which the Chair is present.


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In the absence of the Chair, an alternate Board member may be nominated by the Chair of the

Board until the existing Committee Chair returns or the Board appoints another Chair.

5.3 Standing invitees The following persons may not be members of the Committee, however are invited to, and

expected to attend each meeting:

• Health Service Chief Executive

• Chief Finance Officer

• Director Financial Accounting and Compliance

• Executive Director Governance

• External Audit Manager

• In addition, the QAO will have a standing invitation to attend Committee meetings.

The Chair is authorised and does not require Board approval to add to the Standing Invitees, in

consultation with the Chief Executive.

Standing Invitees may send a proxy if they are unable to attend.

5.4 Secretariat The Board Support office will provide secretariat support to the Committee, including the

preparation of meeting papers, administrative support and recording of Minutes and decisions of

the Committee.

5.5 Expulsion of Members A member of the Committee may, by written notice, be expelled from the Committee by the

Chair, following consultation with WBHHB Chair and HSCE, if the Chair considers that the

expulsion is in the best interests of the WBHHS.

6.0 Meetings 6.1 Frequency

The Committee will meet at least four times per year and the schedule of meetings will be

agreed in advance. Additional meetings may be scheduled by the Chair and as required.

The Committee Chair must call a meeting if requested to do so by the Board.

6.2 Attendance at Meetings

Meetings can be attended in person, by phone or by video-conference as approved by the Chair

of the Committee. Members attending a meeting by phone or video-conference must notify the

Chair and Secretariat of the Committee at least 24 business hours before the meeting.

6.3 Quorum

Quorum must be reached for each Committee meeting.

The quorum for a meeting of the Committee is one-half the number of its members, or if one-half

is not a whole number, the next highest whole number.

6.4 Out-of-session


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The Committee Chair may distribute meeting papers for decision on urgent matters which can

be progressed by a flying minute.

In lieu of a flying minute, the Committee Chair can call an urgent out-of-session meeting with

limited notice for urgent matters that must be addressed before the next scheduled meeting.

Attendance via teleconference or videoconference is permissible.

Out-of-session matters must be minuted at the next meeting of the Committee.

6.5 Agenda The Committee will determine its own agenda, ensuring appropriate consultation to include

emerging issues and emphasis on the most significant risks and threats.

The agenda must be cleared by the Chair prior to distribution to members.

Agenda and relevant papers will be distributed to Members prior to the meetings in the

timeframe approved by the Committee Chair.

Late agenda items will be tabled at the discretion of the Chair.

6.6 Access to information Committee Members have the right to access information and documents relevant to issues

being considered within the Committee agenda.

6.7 Cooperation with the Committee WBHHS staff will provide full, frank and meaningful advice on issues raised by the Committee

within a reasonable time of receiving a request and will cooperate with the activities of the

Committee.

6.8 Minutes Minutes:

• must be cleared by the Chair prior to distribution to Members;

• and action items will be distributed to all Members:

• will be tabled at the next Committee meeting for ratification and at the following Board

meeting for noting.

6.9 Record Management Committee documents (records) must be kept securely and confidentially in accordance with the

Public Records Act 2002. Records must also be retained in accordance with Queensland’s

Government’s General Retention and Disposal Schedule for Administrative Records.

7.0 Conflict of Interest To meet the ethical obligations under the Public Sector Ethics Act 1994, members must declare

interests that could constitute a real, potential or apparent conflict of interest with respect to

participation on the Committee. The declaration must be made on appointment to the Committee

and be updated as necessary.

In relation to specific agenda items, real, potential or apparent conflicts of interest are to be advised

at the beginning of each Committee meeting.

A register of conflicts of interest will be maintained by the Secretariat.


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Members of the Committee will, at all times, in the discharge of their duties and responsibilities,

exercise honesty, objectivity, independence and probity and not engage knowingly in acts or

activities that have the potential to bring discredit to the WBHHS.

8.0 Confidentiality Board members must keep all Board discussions and deliberations confidential.

Members of the Committee may receive information that is regarded as ‘commercial-in-confidence’,

clinically confidential or have privacy implications. Members acknowledge their responsibility to

maintain confidentiality of all information that is not in the public domain.

All proceedings of the Board and committees, including papers submitted and presentations made,

shall be kept confidential and will not be disclosed or released to persons other than members of the

Board, except as required by law or as agreed by the Board. Members of the Board must not

improperly use confidential information to gain an advantage for themselves or someone else or to

cause detriment to Wide Bay Hospital and Health Service.

A Member’s duty to maintain confidentiality and to exercise discretion survives the termination or

expiry of membership of the Committee.

9.0 Induction of Committee Members New Committee Members will be provided with an induction facilitated by the Director Executive

Services. At a minimum, the induction will include the following:

• WHHH Board Committee structure

• The Committee Charter

• The Committee annual work plan

• The minutes from the previous three meetings

• The schedule of meetings

• Conflict of Interest Protocol and other relevant Board policies and protocols

• A briefing on topical issues and priorities

10.0 Evaluation The Board will develop an annual work plan that is linked to Board functions and details the activities

to be completed by the Board and its Committees during the financial year. The Committee may

adopt an annual work plan.

The Committee will review its performance annually, including compliance or otherwise with the

Charter and annual work plan. A report of the outcomes of the annual review will be provided to the

Board. The Board may commission an external peer review of the Committee’s performance at its

discretion.

The Committee Chair will provide each individual member of the Committee with feedback on their

contribution to the Committee’s activities at least once during the Member’s term of office.

The Committee Chair will monitor and endorse the professional development and training needs of

all the Committee members. Periodically the Chair will discuss training and professional development


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needs with each member of the Committee. When needs are implied, the Secretariat will arrange for

approved training requirements.

11.0 Review of the Charter This Charter will be reviewed by the Committee each year in conjunction with the annual

performance evaluation.

This Charter may be altered following Committee consultation, endorsement by the Chair of the

Committee and approval by the Board.

This Charter was formally approved by the Wide Bay Hospital and Health Board on 4 December

2019.


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DOCUMENT HISTORY

Approved: 05/12/2019

Signature: (signed)

Name: Peta Jamieson

Chair Wide Bay Hospital and Health Board

Date Nature of Amendment

27 August 2012 Original Terms of Reference adopted by the Board

17 December 2013 Original Terms of Reference rescinded and revised Terms of Reference adopted.

Development of an Audit and Risk Committee Charter and Annual Work Plan having regard to the roles and responsibilities outlined in the Queensland Treasury and Trade publication, Audit Committee Guidelines – Improving Accountability and Performance, June 2012 for consideration by the Audit (and Risk) Committees of the SCHHS, WBHHS and CQHHS.

7 January 2014 Incorporate feedback from SCHHS re name of the Board – not HHS Board but Hospital and Health Board (the Board), include that the Committee has no executive powers, explicitly state reference to the functions of the Committee as listed under s34 of HHBR, include a section of Standing Invitees to meetings.

9 January 2014 Incorporate feedback from WBHHS: inclusion of Statutory Bodies Financial Arrangements Act 1982 as an accountability responsibility, remove reference to independent member, included wording to allow for an advisor where financial expertise is not available, softened requirement for the Audit Committee to be externally reviewed periodically.

19 February 2014 Incorporate feedback from SCHHS Audit and Risk Committee members then endorsed

for Board approval.

19 March 2014 Incorporate feedback from WBHHS Audit and Risk Committee members, p6: clarify

“External Audit” as QAO or their contracted auditor. Add “only Board Members can vote.”

26 April 2017 Name change from Terms of Reference to “Charter”

31 May 2017 Members Register updated

18 October 2017 Audit and Risk Committee reviewed Charter and recommended amendments to the

Board

1 November 2017 Revised Audit and Risk Committee Charter adopted by the Board

9 November 2018

Annual review and revision – updated to reflect WBHHS Strategic Plan 2018-2022 and

Government Objectives for the Community, reformatted for consistency with other committee

charters

11 November 2019 Annual reviewed and revision – updated to reflect alignment with contemporary charters across

other HHSs, including reworded confidentiality requirements.

19 November 2019 Noted and endorsed by the WBHH Board Audit and Risk Committee

4 December 2019 Noted and Endorsed by the WBHH Board

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