The University of Toledo

Trusteeship, Governance and Audit Committee of the Board of Trustees

Richard B. McQuade, Jr., Chair

Joseph H. Zerbey, IV, Vice Chair

Susan Palmer

John S. Szuch

John A. Barrett - Faculty Representative

Harry A. Shaw - Community Member

 

Committee Charge:    

The Trusteeship, Governance and Audit Committee insures the integrity of Board governance and the avoidance of conflict of interest. It fosters a culture of excellence, service, and high ethical standards, among University trustees. The Committee will also develop and conduct Board assessment, and oversee Board development including orientation of new members.  This Committee coordinates the Board's annual assessment of the president. This Committee has oversight responsibilities for the financial reporting process, internal controls, and monitoring compliance with laws and regulations.  The Committee will insure that the highest ethical and legal standards are met.  The scope of this Charge to the Committee includes all business operations within the legal bounds of The University of Toledo, including the academic and clinical enterprises and UT Innovations Enterprises, Inc.  The Committee is responsible for the overall audit function of the University, including:

• Reviewing the quality of financial reporting with the external auditors and management including financial statement assumptions, disclosures, and accounting policies.
• Overseeing the University's system of internal controls and the adequacy of financial, accounting and operational practices on financial reporting.
• Reviewing the annual internal audit plan, discuss the extent to which it addresses high-risk areas with the University Auditor and management, and approve the final audit plan.
• Assuring the effectiveness of the internal audit function including access required and authorization of the appointment or dismissal of the University Auditor.
• Ensuring the independence of the University Auditor through his direct-unrestricted reporting to the Committee Chair and functional reporting to University administration.
• Determining the impact to the University of audits of entities outside the scope of this Committee (UT Foundation, UT Physicians, UT Insurance Captive, etc.).
• Overseeing the implementation of the institution's policy on fraud and irregularity including notification to the Committee of any action taken under that policy.
• Reviewing the University's compliance with government regulations including legal or regulatory matters materially impacting the University operations.
• Helping to achieve increased revenue and to advance areas of the strategic plan.