Audit and Risk Committee charter

This charter was approved by the Board on 12 December 2015 . (approved revision, subsequent changes) Changes to this charter are subject to board approval, and should be proposed either on the talk page or the Engine room

Approval history: 26 March 2013 - Initial approval (approved revision) 13 July 2013 - Addition of delegated powers according to the Scheme of Delegation (approved revision, changes) 7 June 2014 - General updates (approved revision, changes) 12 December 2015 - Revisions to enable non-trustees to serve as full committee members (approved revision, changes)

The Wikimedia UK (WMUK) Audit & Risk Committee (“the Committee”) is committee formed by the board of trustees (“the board”) to monitor and advise on the charity's external audit and internal audit functions, on the effectiveness of its financial control systems and procedures, and on all aspects of risk-mitigation. The Committee operates under the charter set out below.

Constitution and Composition

1. The Committee is a standing committee of the board.
2. The Committee consists of at least three trustees including the treasurer who is a member ex officio.
3. The Committee chooses its own chair, subject to ratification by the board. Failing a Committee decision, the chair will be appointed by the board.
4. The board may appoint non-trustee members (who must be members of the charity). Non-trustee members have full committee privileges, including voting rights, except as indicated below.
5. The board may appoint observers (who must be members of the charity). If observers are appointed, they may attend and participate in meetings of the Committee, at the discretion of the chair, but they may not vote.
6. Membership of the Committee and the appointment of observers (if any) is determined by the board, and will be reviewed at least annually.

Delegation

The board hereby delegates to the Committee under article 21 the authority to act on the board's behalf as set out in this charter.

Remit

The Committee's remit is:

1. to review and advise on all aspects of the management and mitigation of risks to the charity;
2. to provide advice and assurance on the charity's budgetary and financial controls and procedures, and on all aspects of audit;
3. to review and advise on the charity’s annual report, accounts, regulatory returns and non-statutory financial reviews;
4. to ensure compliance with legal and regulatory requirements relating to all aspects of finance and statutory reporting;
5. to approve certain expenditure as set out in the Scheme of Delegation;
6. to review and advise on the charity's internal control systems and procedures;
7. to review and advise on the appointment, removal, remuneration, terms of engagement, independence and performance of the charity’s external auditors;
8. to handle any related matters that are explicitly delegated to the Committee by the board.

Additional powers

In carrying out its functions the Committee is authorised:

1. to obtain any information it may reasonably require from any employee, volunteer or trustee of the charity, and all employees, volunteers, trustees and agents of the charity are directed to cooperate with any such request made by the Committee (if any information is considered of a deeply personal nature, this may be made available only to the chair of the Committee);
2. to obtain at the charity’s expense any legal or other professional advice it may reasonably need.

Meetings and reporting

1. The Committee shall meet at least three times a year, such meetings to coincide with key dates within the financial reporting and audit cycle in liaison with the chief executive;
2. Meetings will be called by the chair of the Committee;
3. If requested by the chair, the chief executive and other staff will be in attendance;
4. If requested by the chair, the Committee will be serviced by WMUK staff;
5. All acts and proceedings of the Committee must be fully and promptly reported to the board, as required by article 21.1;
6. The Committee must ensure that its meetings and deliberations comply with the trustee and committee member codes of conduct and with the trustee and committee member conflict of interest policies. Where a conflicted trustee or committee member is under those policies excluded from the decision-making process the Committee chair must inform the chair of the board immediately;
7. While it is understood that much of the Committee's work must of its nature remain confidential, the Committee shall have regard to the charity's transparency commitments and shall release information about its activities to the extent possible.

Decision-making

Where the Committee is exercising a decision-making power that has been delegated to it by the board, the following shall apply:

1. In addition to an in-person meeting, a meeting of the Committee may take place using any electronic, text-, voice- or video-based, real-time communication medium, where all members present can send and receive messages from all other members present;
2. Questions arising at a meeting shall be decided by a majority of votes;
3. No decision may be made by a meeting unless a quorum of two trustee members is present at the time the decision is purported to be made. A member shall not be counted in the quorum when any decision is made about a matter upon which that member is not entitled to vote;
4. The Committee has no power to approve a decision where the number of non-trustee members voting in support is greater than the number of trustee members voting to oppose;
5. No decision of the Committee may conflict with a prior decision of the board.

Skills needed by the Committee

The Committee must ensure that it has the following skills available to it:

1. Public accountability and audit assurance under charity and company law;
2. Financial control systems and procedures;
3. Risk-management;
4. Quality control systems and procedures;
5. Internet protocols and data protection requirements.