Audit and Risk Committee Charter

Terms of reference

Reporting function

The Audit and Risk Committee will serve in an advisory capacity by making recommendations to Regional Council and Peel Housing Corporation Board. The Audit and Risk Committee will be required to report after each meeting to a subsequent meeting of Regional Council and the Peel Housing Corporation Board, as required.

Membership

The Audit and Risk Committee shall be comprised of the Regional Chair (ex-officio) and up to eight additional members including the Chair and Vice-Chair of the Enterprise Programs and Services Section of Regional Council, at least one Regional Councillor from each area municipality and up to two members of the public with expertise in the areas of technology and finance.
All Audit and Risk Committee members will have full voting privileges.

Audit and Risk Committee members are expected to gain familiarity with the Audit and Risk Committee Charter and the Regional Council Procedure By-law 9-2018. Members will be expected to contribute their expertise actively during meetings of the Audit and Risk Committee.

Non-elected members

Eligibility:

Be a resident or the owner or tenant of land in the Region of Peel.
Have a professional accounting and/or information technology designation(s) with a minimum of 10 years' experience.
Be independent of the internal or external auditors of the Region of Peel or of a municipality within the Region of Peel.

The prospective candidate cannot be:

An elected official of Regional Council or of the Council of a municipality in the Region of Peel.
An employee of the Region of Peel or of a municipality in the Region of Peel.
A current vendor or have any other business interest with the Region of Peel or of a municipality within the Region of Peel.

Desired Competencies

Will include individuals with the following skill set:

Financial expertise including accountants or auditors with an understanding of financial statements.
An understanding of risk and financial controls.
Information technology expertise or background including information management and information security.
Professionals who in the course of their duties are required to adhere to codes or standards of their profession.
A minimum of 10 years of professional experience in a complex organization.
Excellent verbal, written, listening, teamwork, and collaboration skills.
Experience working on a committee, task force or similar setting.

Non-elected member selection

The terms of reference, section 4 of the Audit and Risk Committee Charter, and an application form will be posted, as a minimum, on the Region of Peel website. The Clerk or

designate may also contact and solicit individuals who meet the criteria as set out under "Membership" of the Terms of Reference. In addition, advertisements will be placed in local papers.

All applicants for membership will be required to complete an application form outlining their qualifications and experience.

Staff will review applications from prospective candidates to determine if the prospective candidate meets the minimum eligibility requirements as set out above. If the minimum eligibility requirements are met, the Regional Clerk or designate can request that an interview be set up with the Audit and Risk Committee Interview Panel.

The Audit and Risk Committee Interview Panel shall be comprised of the Regional Clerk, or designate, the Director, Enterprise Risk and Audit Services, or designate, and the Chair or Vice-Chair of the Audit and Risk Committee.

After the interview is complete, the Interview Panel shall forward a report to Regional Council with a recommendation regarding the suitability of the prospective candidates. Regional Council shall appoint non-elected members to the Audit and Risk Committee.

The term of membership for new members appointed through this process will coincide with the term of Regional Council.

Non-elected member remuneration and expenses

Non-elected members of the Audit and Risk Committee will serve without remuneration. Non-elected members shall be eligible for reimbursement of expenses incurred which are deemed necessary for full participation in the Audit and Risk Committee.

Term of appointment

The Term of Appointment for elected members (i.e. Regional Councilors) will be 24 months, which coincides with the term of appointment for the Chair and Vice Chair of the Enterprise Programs and Services Section of Regional Council. Regional Council will ensure each area municipality is represented by appointing an additional member(s) not represented by the Chair and Vice-Chair of the Enterprise Programs and Services Section of Regional Council.

The Term of Appointment for non-elected Audit and Risk Committee members (i.e. members of the public) will be 48 months, which coincides with the term of Regional Council.

Election of Chair and Vice-Chair

The Audit and Risk Committee will elect from its members, including elected and non- elected members, a Chair and Vice-Chair, and this election will be held at the Audit and Risk Committee's first meeting of a new term. There are two 24 month terms during the 48 month municipal election term, therefore the election of Chair and Vice-Chair will be held twice.

Quorum

Quorum shall comprise a majority of the Audit and Risk Committee members.

Interim changes

Should an elected member of the Audit and Risk Committee resign before the Term of Appointment expires, a replacement will be appointed by Regional Council to serve the remaining time of the Term of Appointment.

Should a non-elected member resign before the Term of Appointment expires, an alternate (as appointed by Regional Council) will replace the member. Should an alternate not be available, a replacement will be appointed by Regional Council to serve the remaining time of the Term of Appointment, following the execution of the non-elected member selection process.

Meetings

The Audit and Risk Committee will be required to meet at least four times each year, and at other times as needed, or at the call of the Audit and Risk Committee Chair.

The Audit and Risk Committee meetings will be open meetings, and all reports and minutes will be available to the public. For the consideration of confidential matters, the Audit and Risk Committee has the authority under Resolution 2000-426 to go In Camera.

Audit and risk committee resources

Audit and Risk Committee resources (staffing, information) will be provided by the Commissioner, Corporate Services; the Regional Clerk; the Director, Enterprise Risk and Audit Services; and, the external auditors. A designate of the Regional Clerk will serve as the secretary to the Audit and Risk Committee and provide administrative support.

Review of audit and risk committee charter

The Charter will be reviewed every year. Suggested changes will be reported to the Audit and Risk Committee for their recommendation for Regional Council approval.

Established by Resolution 2018-825
Revised by Resolution 2019-619