The Audit and Risk Committee oversees proper review of ORCID’s external financial audit as well as the organization’s risk management process, including monitoring the internal control environment and overseeing the Whistleblower Policy and Code of Ethics.
The Audit and Risk Committee reports directly to the ORCID Board of Directors, providing a summary report of its discussions, including dissenting opinions, and recommendations as it deems appropriate.
Roles and Responsibilities of the Committee
The Audit and Risk Committee is a standing committee of the Board, responsible for performing the following functions:
Annual Financial Audit
- Recommend to the Board the appointment and replacement of the independent auditor
- Develop and periodically review audit-related policies and has a regular process of determining whether it is receiving quality audit services for a fair price based on established policies and regulations
- Meet with the audit firm in executive session at least once annually to review the audited financial statements, receive the auditor’s comments on the accounting, bookkeeping, and related procedures
- Address any issues identified during the annual audit e.g., as raised in the audit communications letter, draft report and any management letter from the auditors
- Solicit from the audit firm observations on staff skills, qualifications, and performance related to the audited functions
- Review the performance of the auditors, ensuring continued independence
- Review the audit plans for the coming year and discusses with the external audit firm and internal auditor(s) (if any)
- Review with management, internal auditors (if any), and the external auditor, the internal financial control process.
- Review the independent auditor’s opinion of the financial statements prepared by management and advise the Board Chair, Treasurer and Executive Director whether the opinion and financial statements merit their approval.
- Oversee the preparation and reviews the IRS Form 990 annually, prior to approval by the Board Chair, Treasurer, and Executive Director and submission by the Treasurer
- Oversee the preparation and submission of and review any other federal or state annual financial filings or reports
- Review the presentation of the financial information in the annual report before printed
- Review and and provide general oversight of ORCID’s risk management and mitigation processes
- Regularly review ORCID’s risk register to ensure that all material risks have been identified, impact and probability scores have been applied appropriately, and mitigations, both those already implemented and those proposed, are adequate and proportionate
- Regularly monitor progress against the agreed risk mitigation plan
- Report on and recommend whether to accept the risk register to the Board at least once annually
- Promptly report to the Board any irregularities discovered in the Corporation’s practices and procedures and recommends to the Board improvements (if any)
- Oversees the Code of Ethics and Whistleblower policies May retain any independent counsel, independent accountants or other professionals it considers appropriate to assist with any investigations
- The Board shall appoint the Audit and Risk Committee.
- The committee shall consist of three to five persons, a majority and at least three of whom must be Board members.
- Members of the Committee who are not Board members participate in an advisory capacity and are non-voting
- The committee shall be chaired by a Board member who is appointed by the Board Chair upon recommendation of the Board
- The committee shall include members with basic expertise in financial management; the committee may wish to consult with independent experts on special topics.
- Members of the Finance and Investment Committee(s) (if any) may not serve on this committee.
- The ORCID Executive Director and Treasurer may not serve on the committee to ensure appropriate independence and control.
- No paid staff members may serve on the committee however they may attend meetings at the committee Chair’s invitation to support the functioning of the committee, present on topics under review and answer questions
- The committee members shall not receive any consulting, advisor, or other fees from the Corporation.
- All committee members, other than The Chair, may serve two consecutive 3-year terms. The Chair is appointed each year. There is no limit to the number of consecutive 1-year terms that the chair may serve.
Meetings and Quorum
The Audit and Risk Committee meets as needed to fulfill its responsibilities but will meet at least three times annually:
- Once to review the audit plan,
- Once to review the audited financial statements, the IRS Form 990 and related documents, and to approve the audit engagement and any special investigations related to fraud, financial irregularities, and internal control failures, and
- Once to review the risk register
Meetings may be conducted in person, by phone, or by video conference. A quorum shall consist of the majority of voting Committee members, and a vote of the majority of voting members shall be required to approve a matter. Alternatively, a matter may be approved by unanimous written consent of the voting members without a meeting. The Committee will keep minutes of its meetings and report to the Board, at the next Board meeting, on actions and decisions taken.
Approved by ORCID ’s board of directors on 26 March 2013 and amended on 17 November 2021.