Audit Committee Charter
Adopted: October 29, 2014
Adopted: November 2, 2017
- Pursuant to Article IV, Section 6 of the New York State Archives Partnership Trust’s (the “Trust”) bylaws, the purpose of the Audit Committee shall be to:
- Ensure that the Trust Board fulfills its responsibilities for the Trust’s external audit process, financial reporting process and the system of risk assessment and internal controls over financial reporting.
- Provide an avenue of communication between management, the independent auditors, and the Board.
2. Powers of the Audit Committee
- It shall be the responsibility of the audit committee to:
- Provide for the appointment, compensation, and oversight of the work of any public accounting firm employed by the Trust.
- Conduct or authorize investigations into any matters within its scope of responsibility.
- Seek any information it requires from Trust employees, all of whom are hereby directed by the Board to cooperate with Committee requests.
- Meet with Trust staff, independent auditors or outside counsel, as necessary.
- The Trust Board will ensure that the Audit Committee has sufficient resources to carry out its duties.
3. Composition of Committee and Selection of Members
- The Audit Committee shall consist of at least three independent members (as defined in New York State Not-for-Profit Corporation Law, Section 102). The Trust Board Chair in consultation with the Board will appoint the Audit Committee members and the Audit Committee chair. In the event the Board has less than three independent members, the Board Chair in consultation with the Board may appoint non-independent members to the Audit Committee provided the independent members constitute a majority of members of the Committee
- Audit Committee members shall be prohibited from being an employee of the Trust or an immediate family member of an employee of the Trust. In addition, audit committee members shall not engage in any private business transactions with the Trust or receive compensation from any private entity that has material business relationships with the Trust, or be an immediate family member of an individual that engages in private business transactions with the Trust or receives compensation from an entity that has material business relationships with the Trust.
- All members on the Audit Committee shall possess the necessary skills to understand the duties and functions of the Audit Committee.
- The audit committee will meet as frequently as necessary to fulfill the obligations and duties outlined in the charter. Meetings shall be convened by the Chair of the Committee or at the request of the Trust’s Executive Officer or Trust Board Chair.
- Members of the audit committee are expected to attend each committee meeting, in person or via telephone or videoconference. The Audit Committee may invite other individuals, such as members of management, auditors or other technical experts to attend meetings and provide pertinent information, as necessary.
- The Audit Committee will meet with the Trust’s independent auditor at least annually to discuss the financial statements of the Trust.
- Meeting agendas and supplemental materials will be prepared for every meeting and provided to the Audit Committee members in advance of the scheduled meeting. The Audit Committee shall act only on the affirmative vote of a majority of the members at a meeting or by unanimous consent. Minutes of these meetings will be recorded.
- Independent Auditors and Financial Statements. The Audit Committee shall:
- Provide for the appointment, compensation and oversight of the independent auditors retained by the Trust and pre-approve all audit services provided by the independent auditor.
- Establish procedures for the engagement of the independent auditor to provide permitted audit services. The Trust’s independent auditor shall be prohibited from providing non-audit services unless having received previous written approval from the Audit Committee. Non-audit services include tasks that directly support the Trust’s operations, such as bookkeeping or other services related to the accounting records or financial statements of the Trust, financial information systems design and implementation, appraisal or valuation services, actuarial services, investment banking services, and other tasks that may involve performing management functions or making management decisions.
- Review and approve the Trust’s audited financial statements, associated management letter, and report on internal controls.
- Review significant accounting and reporting issues, including complex or unusual transactions and management decisions, and recent professional and regulatory pronouncements, and understand their impact on the financial statements.
- Meet with the independent audit firm, if necessary, to discuss any significant issues that may have surfaced during the course of the audit.
- Review and discuss any significant risks reported in the independent audit findings and recommendations and assess management’s follow-up activities pertaining to the same
- Internal Controls, Compliance and Risk Assessment. The Audit Committee shall:
- Review management’s assessment of the effectiveness of the Trust’s internal controls and review the report on internal controls by the independent auditor as a part of the financial audit engagement.
- Special Investigations. The audit committee shall:
- Ensure that the Trust has an appropriate confidential mechanism for individuals to report suspected fraudulent activities, allegations of corruption, fraud, criminal activity, conflicts of interest or abuse by the directors, officers, or employees of the Trust or any persons having business dealings with the Trust or breaches of internal control.
- Develop procedures for the receipt, retention, investigation and/or referral of complaints concerning accounting, internal controls and auditing to the appropriate body.
- Request and oversee special investigations as needed and/or refer specific issues to the appropriate body for further investigation.
- Other Responsibilities of the Audit Committee. The audit committee shall:
- Obtain any information and training needed to enhance the Committee members’ understanding of the role of internal reviews and the independent auditor, the risk management process, internal controls and a certain level of familiarity in financial reporting standards and processes.
- Develop and recommend other policies or documents and/or modifications related to the audit process and financial practices of the Trust. Review the Audit Committee’s charter annually, reassess its adequacy, and recommend any proposed changes to the Board of the Trust. The Audit Committee Charter will be updated as applicable laws, regulations, accounting and auditing standards change.