ANNEX B: COMMITTEE SUPPORT: GOOD PRACTICE
B.1 A good secretariat function is more than a secretarial function. The secretariat should be able to support the Chair of the Committee in identifying business to be taken, and the relevant priorities of the business. For this reason, and as the Audit Committee is essentially a committee of the Board, the Audit Committee secretariat function should be supervised by the Board secretariat. The Chair of the Committee and the secretariat should agree procedures for commissioning briefing to accompany business items on the Committee's agenda and timetables for the issue of meeting notices, agendas, and minutes. The Chair of the Committee should always review and approve minutes of meetings before they are circulated.
B.2 The specific responsibilities of the Audit Committee secretariat should include:
- meeting with the Chair of the Committee to prepare agendas for meetings;
- commissioning papers as necessary to support agenda items;
- circulating meeting documents in good time before each meeting;
- arranging for executives to be available as necessary to discuss specific agenda items with the Committee during meetings;
- keeping a record of meetings and providing draft minutes for the Chair's approval;
- ensuring action points are being taken forward between meetings;
- support the Chair in the preparation of Audit Committee reports to the Board;
- arranging the Chair's bilateral meetings with the Chair of the Board (and/or Accountable Officer, as appropriate) the Head of Internal Audit and the External Auditor;
- keeping the Chair and members in touch with developments and relevant background information about developments in the organisation;
- maintaining a record of when members' terms of appointment are due for renewal or termination;
- ensuring that appropriate appointment processes are initiated when required;
- ensuring that new members receive appropriate induction training, and that all members are supported in identifying and participating in ongoing training; and
- managing budgets allocated to the Audit Committee.
B.3 Careful consideration should be given to ensuring that the secretariat function is able to demonstrate independence from operational and management issues. If the function is provided by Internal Audit or Finance there may be a risk of bias towards their interests.
B.4 When the Audit Committee decides to meet privately, the Chair should decide whether the secretariat members should also withdraw. If so, the Chair should ensure that an adequate note of proceedings is kept to support the Committee's conclusions and advice.