Audit 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.

Terms of Reference

Audit 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 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.

The membership of Audit Committee will be six members, at least four of whom will be members of Council, appointed by Council on the recommendation of Governance and Nominations Committee. No more than one of the Council members may be an internal member of Council. 

The quorum of Audit Committee shall be three members.

The Chair of Audit Committee shall be appointed by the Council, on the recommendation of Governance and Nominations Committee. 

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

1. To consider the arrangements for the provision of UCL’s internal and external audit services.
2. To recommend to Council the appointment of the Internal Auditor, approve their related fees 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, approve the annual audit fee and receive advice on the provision of any non-audit services by the External Auditor.
6. To consider the nature and scope of the annual audit by the External Auditor.
7. To consider the External Auditor’s Management Letter on the draft Annual 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.
8. In its review of the draft Annual Financial Statements, the Audit Committee will be primarily concerned with the process of drawing up the accounts. This will include control and accounting issues, including the accounting policies, with particular interest in the following elements: the External Audit Report and Opinion; any relevant issue raised in the External Auditors Management Letter; the Corporate Governance Statement and the Statement of Council Members’ Responsibilities; and any other audit related matters. (Matters of primary concern to the Finance Committee will include accounting principles and their application, financial disclosure and accounts adjustments, as well as financial strategy, planning, and performance.)
9. To receive and consider regular reports on UCL’s progress in implementing the “schedule of audit recommendations”, as provided by the External Auditors in their Audit Report. The Audit Report, and UCL management’s response thereon, must be forwarded to the Office for Students (OfS) in December each financial year.
10. To monitor the performance and effectiveness of external and internal audit, including co-ordination between the two audit functions.
11. To consider, on advice from the Internal Auditor, whether satisfactory arrangements are in place to promote economy, efficiency and effectiveness in UCL.
12. To confirm, and approve any proposed changes to, UCL’s Fraud Policy. To receive reports from the Chief Financial Officer of any matters of fraud involving significant losses (as defined in the OfS Audit Code of Practice), and in other cases as determined by the Chief Financial Officer, to provide assurance that: all significant losses have been properly investigated in accordance with UCL’s Fraud Policy; that the police have been notified (in appropriate circumstances); and that the Provost has notified the OfS of attempted, suspected or actual frauds or irregularities where required.
13. To monitor the effectiveness of UCL’s Policy on Public Interest Disclosure (‘Whistleblowing’) through receiving reports on the outcome of all completed investigations.
14. To keep under review the effectiveness of the risk management arrangements, including monitoring the strategy for implementing UCL’s Risk Register. To receive regular progress reports from the relevant UCL officers on its implementation, including an annual report which, following consideration by Audit Committee, will be submitted to the Council with the Audit Committee’s own Annual Report and the Internal Auditor’s Annual Report.
15. To receive any relevant reports from the National Audit Office, the OfS, or any other source, as appropriate.
16. To present an annual report to the Provost and the Council in November each financial year, for forwarding after their consideration to the OfS in December each financial year, on the work of the Committee. This report will be considered by the Council before the Members’ Responsibility Statement in the Annual Financial Statements is signed.
17. The Audit Committee’s Annual Report will include a review of: (i) the External Auditor’s Management Letter; (ii) the Internal Auditor’s Annual Report (also to be forwarded to the Council, and to the OfS); (iii) any OfS Audit Service evaluation; (iv) UCL’s risk management strategy and process, and its pursuit of VFM; (v) any key issues considered by the Committee in the preceding financial year; (vi) any significant issues arising since the financial year-end up to the date of preparing the Committee’s Annual Report; and (vii) the management and quality assurance of data submitted to HESA, the Student Loans Company, the OfS (including compliance with Condition F4 of the OfS Regulatory Framework), Research England, and other bodies, and provide the Committee’s opinion on UCL’s governance arrangements, internal control systems, the effectiveness of the risk management strategy, the arrangements for promoting economy, efficiency and effectiveness, and data quality.
18. To monitor UCL’s processes for compliance with Conditions E3 and F3 of the OfS Regulatory Framework.
19. To submit minutes of each of its meetings to Council.

Membership

• The membership of Audit Committee will be six members.
• The quorum of Audit Committee will be three members.
• [ ] indicates that member’s second or subsequent appearance in the committee’s membership.

Appointed members

At least four members of Council, including no more than one internal member:

• Sarah Whitney (Chair)
• Professor David Attwell
• Tina Harris
• Turlogh O’Brien
• Vacancy (x2)

Co-opted members

• Mariette Davis
• Tim Cochrane
• Pauline Campbell

Secretary

Nick McGhee