Audit and Risk Committee

On this page you will find:

• Overview
• Meeting dates
• Terms of Reference
• Members
   

Overview

Reports to

Council

Chair

Sarah Whitney

Secretary

Nick McGhee | n.mcghee@ucl.ac.uk | +44 (0)20 3108 8217 

For agendas and minutes; apologies for absence

Scheduled meeting dates: 2025-26

The copy deadlines quoted are the latest dates by which the final papers must be received by the secretary. Please use the templates for papers submission.

Minutes of meetings are confidential to the committee and are not available online.

Scheduled meeting dates: 2026-27:

Terms of Reference

Audit and Risk Committee has been appointed by the Council principally to form an opinion on UCL’s internal control framework, and report to the Council on the adequacy and effectiveness of UCL’s arrangements for:

• Risk management, control and governance;
• Financial reporting (i.e. the integrity of UCL’s financial reporting arrangements, including the corporate governance statement and the statement of Council members’ responsibilities as reported in the annual financial statements);
• Economy, efficiency and effectiveness (Value for Money);
• Data quality.

The Audit and Risk Committee will meet at least four times each financial year. Members will meet privately (and separately) with the Internal Auditors and the External Auditors once each financial year. The Internal Auditors or the External Auditors may request a meeting if they consider it necessary.

Subject to any general or particular direction that may from time to time be given by Council, the Audit and Risk Committee is charged by Council:

1. To consider the arrangements for the provision of UCL’s internal and external audit services and to monitor the performance and effectiveness of external and internal audit, including co-ordination between the two audit functions.
2. To recommend to Council the appointment of the Internal Auditor, approve their related fees or compensation, and receive advice on the provision of any non-audit services by the Internal Auditor.
3. To consider and approve annually the Internal Auditor’s Internal Audit Plan for the forthcoming financial year.
4. To receive periodic and annual reports from the Internal Auditor on, inter alia, any major internal control weaknesses arising from internal audit investigations; progress in the completion of planned audits and Management’s response thereon; and subsequent internal audit follow-ups.
5. To recommend to Council the appointment of the External Auditor, and to approve the annual audit fee.
6. To consider the nature and scope of the annual audit by the External Auditor.
7. To oversee the independence and objectivity of the External Auditor, including approving and monitoring arrangements for engaging such auditor to supply non-audit services. This includes pre-approving permitted non-audit services in line with the FRC Ethical Standard, and considering whether any such services compromise the auditor’s independence.
8. To receive and consider regular reports on UCL’s progress in implementing the control recommendations, as provided by the External Auditor in their Report to the Committee.
9. To consider the External Auditor’s Management Letter on the draft Financial Statements, prior to their submission to Council, and UCL management’s response to any significant accounting, auditing or internal control issues included within it.
10. To review the draft Financial Statements, focusing on the integrity of financial reporting, including: (i) the oversight of the selection and application of accounting policies; (ii) significant estimates and judgments; (iii) the External Auditor’s Report to Council (which contains the audit Opinion); and (iv) the External Auditor’s Management Letter to the Audit and Risk Committee.
11. To review the Annual Report, focusing on (i) the Corporate Governance Statement; (ii) the Statement of Council Members’ Responsibilities; and (iii) other audit and financial reporting matters. (The Finance Committee retains responsibility for financial strategy, planning, budgeting and performance monitoring.)
12. To receive reconciliations and disclosures prepared to support compliance with additional financial reporting frameworks such as US GAAP, as well as the External Auditor’s report(s) on these requirements.
13. To monitor the effectiveness of UCL’s risk management framework and strategy, and to make recommendations to Council in respect of these.
14. To monitor that satisfactory arrangements are in place to promote economy, efficiency and effectiveness (Value for Money) at UCL.
15. To approve any proposed changes to UCL’s Fraud Policy and other financial compliance and economic crime policies, and to oversee their implementation, including being notified of any actions undertaken under such policies.
16. To monitor the effectiveness of UCL’s Policy on Public Interest Disclosure (‘whistleblowing’) through receiving reports on the outcome of all completed investigations, and to recommend changes to such policy to Council.
17. To monitor the adequacy and effectiveness of UCL’s arrangements for data quality including receiving any relevant reports from the National Audit Office, the OfS, and any other source.
18. To monitor UCL’s processes for compliance with Conditions E3, F3 and F4 of the Office for Students Regulatory Framework.
19. To report each financial year to the Provost and the Council on the work of the Committee. This report will be considered by the Council before the Members’ Responsibility Statement in the Annual Report and Financial Statements is signed. Such annual report will include: 

(i) the Committee’s opinion on the adequacy and effectiveness of UCL’s arrangements for: 

      (a) risk management, control and governance (the risk management element to include the accuracy of the statement of internal control included within the annual statement of accounts), 

      (b) promoting financial sustainability and economy, efficiency and effectiveness (value for money), 

      (c) the quality of data submitted to regulatory bodies; 

(ii) any significant issues considered by the Committee in the financial year or the period up to the date of preparing the Committee’s annual report; and 

(iii) a review of 

      (a) the External Auditor’s Management Letter; and 

      (b) the Internal Auditor’s Annual Report (also to be forwarded to the Council).

Membership

• The membership of Audit and Risk Committee will be five members, at least four of whom will be members of Council, appointed by Council on the recommendation of Governance and Nominations Committee. At least one member will have recent and relevant financial, accounting or auditing experience.
• No more than one of the Council members may be an internal member of Council.
• Neither the Chair of Council nor the Chair of Finance Committee shall be members of Audit and Risk Committee.
• The quorum of Audit and Risk Committee shall be half of the membership including at least two appointed members of Council.
• The Chair of Audit and Risk Committee shall be appointed by the Council on the recommendation of Governance and Nominations Committee.
• [ ] indicates that member’s second or subsequent appearance in the committee’s membership.

Appointed members

Five members, at least four of whom will be members of Council. No more than one of the Council members may be an internal member:

• Sarah Whitney (Chair)
• Professor David Attwell
• Tina Harris
• Turlogh O’Brien
• Vacancy (x1)

Co-opted members

• Mariette Davis
• Tim Cochrane
• Pauline Campbell

Secretary

Nick McGhee