The Audit and Risk Committee (the “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.
Type of Committee
The Audit & Risk Committee is a Standing Committee of the ORCID Board of Directors (the “Board”) and has delegated authority to make decisions on behalf of the Board.
The Committee reports directly to the Board, providing a summary report of its discussions, including dissenting opinions, and recommendations as it deems appropriate. The Committee will keep minutes of its meetings and report to the Board, at the next Board meeting, on actions and decisions taken.
Roles and Responsibilities of the Committee
The Audit and Risk Committee is responsible for performing the following functions:
Annual Financial Audit & Form 990
- Recommend to the Board the appointment and replacement of the independent auditor
- Develop and periodically review audit-related policies and have 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, and receive the auditor’s comments on ORCID’s 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 discuss 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
- Review the US 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 publication
- Review 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 ORCID’s practices and procedures and recommend to the Board improvements (if any)
- Oversee the Whistleblower Policy
The Committee may retain any independent counsel, independent accountants or other professionals it considers appropriate to assist with any of its activities, including investigations.
The Committee is supported by one or more ORCID staff liaisons selected by the Executive Director, who are responsible for scheduling meetings, developing meeting agendas and Board summary reports with the Committee Chair, creating and distributing meeting materials, and taking meeting minutes but who do not serve as voting members of the Committee.
Appointment, Role and Responsibilities of the Chair
- The Chair of the Audit and Risk Committee shall be appointed by the Board upon recommendation of the Board Chair.
- The Committee Chair is appointed each year for a one-year term. There is no limit to the number of consecutive one-year terms that the Chair may serve. Service for at least two years would be ideal.
- The Committee Chair is responsible for identifying and proposing external Committee members to the Board Chair for approval by the full Board.
- The Committee Chair serves as the principal conduit between the Committee and the Board, works with the staff liaison to schedule and set an agenda for each Committee meeting, and prepare and distribute handouts and reports to Committee members in advance of each meeting.
Committee Member Selection and Composition
As a Standing Committee of the Board, the Director and non-Director members of the Committee are appointed by majority vote of the entire Board, and the Board reviews committee membership and charter annually.
- The Committee shall consist of three to five persons, a majority and at least three of whom must be Board Directors.
- The Board shall endeavor to fill any vacancies as soon as practical, but the Committee may continue to act while there are vacancies.
- Members of the Committee who are not Board members participate in an advisory capacity and are non-voting.
- 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 the 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.
- Committee members shall not receive any consulting, advisory, or other compensatory fees from ORCID, and each member shall be free from any relationship that would interfere with the member’s independent judgment.
- All Committee members are appointed each year for a one-year term.
- Committee members serve at the pleasure of the Board and may be removed by vote of the Board. Any member who is and then ceases to be a Director during their term of service on the Committee may not continue to serve on the Committee unless approved by the Board (subject to the Committee composition requirements in the first bullet). If approved by the Board, such person shall serve as a non-voting member.
- All Committee members will be required to sign ORCID’s Conflict of Interest policy.
Meetings and Quorum
The Audit and Risk Committee meets as needed to fulfill its responsibilities but will meet at least three times annually:
- Once with ORCID’s independent auditors to review the audit report and receive the auditor’s comments on the accounting, bookkeeping and related practices and procedures of the Corporation. During such meeting, the Audit & Risk Committee shall meet with the auditors in executive session (i.e without staff members)
- 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.
Notice of meetings shall be given by the Committee Chair to all Committee members. 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.
Committee members are responsible for reviewing materials and making substantive contributions to the work of the group.
The charter was approved by ORCID ’s Board of Directors on 26 March 2013 and amended on 17 November 2021 and 12 October 2023.