Table comparing Committee of University Chairs Higher Education Audit Committees Code and the University's arrangements

CUC Code Guidelines Element 2: Audit Committee membership is independent, experienced and effective
20. The Audit Committee should consist of at least three independent members of the governing body and can co-opt non-members with relevant expertise or interests when necessary

Oxford arrangements: The Audit and Scrutiny Committee currently consists of one independent member of the governing body, with two additional members of the governing body invited to attend on a regular basis. This process has been found to be beneficial to ensuring adequate communication with Council, without overloading Council members.

It should be noted that a further four external members also sit on the Committee, providing valuable independent expertise on key areas of interest to the Committee.
The Committee currently does not have in its terms of reference an option to co-opt members, however the Committee regularly draws on subject matter experts to brief it on topics of relevance.

CUC Code Guidelines 24: Appointments to the Audit Committee, including co-option arrangements, should be transparent and made by the governing body on the recommendation of the Nomination Committee, in consultation with the Chair of the Audit Committee.

Oxford Appointments of external members to the Committee are made by the governing body of the University (Council) on the recommendation of the General Purposes Committee, in consultation with the Chair of the Audit and Scrutiny Committee.

The only circumstance in which Nominations Committee is indirectly involved in an Audit and Scrutiny Committee appointment is in the case of the Audit and Scrutiny Committee Chair (an external member of Council). Nominations Committee’s role is to recommend to Council candidates for external membership of Council. These recommendations are subject to approval by Council and Congregation. The Chair of the Audit and Scrutiny Committee, which is an external post, is therefore recommended by Nominations Committee.

Appointments of the Head of House role are made via the Conference of Colleges (which is the body representing college interests within the University community), with the other internal members appointed via Congregation (the sovereign body of the University).

CUC Code Guidelines Some institutions appoint students and staff to their Audit Committees on the basis that it builds trust, promotes inclusion and demonstrates transparency.

Oxford Students are not currently appointed to the Audit and Scrutiny Committee, however where possible and appropriate to do so, the Audit and Scrutiny Committee engages with the Student Union on any pertinent matters. This includes activities such as requesting their opinion on relevant topics during the year. This is included in the Committee’s standing orders.

CUC Code Guidelines Element 8: The Audit Committee exercises effective oversight of internal audit

57. The contracts for any externally provided [internal audit] services should be subject to competitive tender at least every five years, subject to any procurement rules. Contracts should include a clause to allow for earlier termination in the event of unsatisfactory performance

Oxford The University has agreed going forward to follow the model of a five year outsourced internal audit contract, with the option to extend by a further two years taking into account the relevant circumstances. At the end of the contract there will then be a full retender.

The University has decided to allow a potential two year extension to recognise the complexity of the University and the amount of time required by any outsourced internal audit provider to get fully up to speed with the arrangements at Oxford.

The University already has a clause covering immediate termination rights due to breach of contract (among other items), and will specify in the next iteration of the contract allowance for earlier termination in the event of unsatisfactory performance.

Given the explanation above, no change is proposed regarding the option to extend the outsourced internal audit contract by two years beyond the five years specified by CUC, as is felt that this is appropriate given the complexity of the University’s structure.