Role Description and Person Specification of the Chair of the Audit & Risk Committee

Introduction

The Institute of Osteopathy (iO) is the professional association for regulated osteopaths in the UK, and represents around three quarters of registered practitioners. The mission of the iO is to unite, promote and develop osteopaths for the betterment of public health and wellbeing, as well as to protect and serve the members of the Institute. The long term goal of the Institute is to foster recognition of osteopaths through strong working relationships between the profession and other health professions and stakeholders.

Members of iO’s governing body, the Council, and the Council’s representatives on the Institute’s Audit and Risk Committee are critical to the steering and achievement of these strategies, by engaging in advisory, decision making and oversight roles across the organisation, working closely with the iO’s Chief Executive and executive staff.

The Role

The role offers an opportunity to guide the risk management and financial governance of the Institute of Osteopathy, as Chair of the Audit and Remuneration Committees. This includes the financial and risk management oversight of the Osteopathic Foundation, the charitable arm of the iO.

The Audit and Risk Committee comprises the Chair of Committee, one lay member of Council (with relevant skills and experience), and two other members with appropriate skills. The Chief Executive attends meetings but is not a voting member.

The Chair of the Audit and Risk Committee will also serve as a member of the Remuneration Committee, which meets as required to review and approve the annual remuneration award of the chief executive, and to advise on the remuneration framework for the Institute. Committee chairs meet periodically to ensure there is effective co-ordination and communication of their respective and combined remits.

The Chair of the Audit and Remuneration Committees reports to iO Council as a whole.

Purpose of the Role

The Chair of the Audit and Risk Committee works to ensure that the iO’s assurance and risk management processes are operating efficiently and effectively and to ensure that there is an effective internal control environment that is subject to testing through internal processes, external audit, and any specifically commissioned internal audit reviews.

The Chair of the Audit and Risk Committee works in close co-operation with, and provides support and advice to, the Chief Executive of the Institute.

The Chair of the Audit and Risk Committee also ensures that there is appropriate scrutiny of the Institute’s monthly and annual financial reporting, and that the Committee has the skills and experience to provide appropriate challenge and scrutiny.

Role context

The role of the iO Chair of Audit and Risk Committee is defined as follows:

To provide assurance and risk expertise to the Audit and Risk Committee
To chair the Audit and Risk Committee, ensuring that the Committee works to a clear annual programme of work that supports the assurance statement in the annual report and accounts
To guide and advise the iO Council in the approval of the annual report and accounts and an appropriate risk and assurance framework, and to present the annual accounts at the AGM
To understand the accounting procedures, key internal controls and risk management process in order to assure the Council that the Institute’s financial integrity is sound
To ensure that the Institute has an appropriate, and regularly reviewed, reserves policy
To agree with the Chief Executive a reporting format for the Council, ensuring that the objectivity and independence of the Chair of the Audit and Risk Committee is not compromised
To ensure that an update report of each Audit and Risk Committee meeting is presented to the Board
To ensure that the report and accounts are properly audited, and that accepted recommendations of the external auditors are implemented
To lead the Committee in the commissioning of internal audit reviews where necessary to provide additional independent assurance against identified key risks.

The Vision and Mission of the iO is as follows:

The Vision of the iO is that Osteopathy should be a growing and thriving profession, universally recognised and accessible to all.
Our mission statement (the purpose of the organisation) is to protect, unite, promote and develop the osteopathic profession, for the improvement of UK health and patient care.

Responsibilities

The Chair of the Audit and Risk Committee is required to:

Ensure that the Committee’s work is always in pursuance of the iO’s strategic and business plans, its values, and mission.
Exercise regulatory and law enforcement duties
Support policies and strategy agreed by Council and work positively and constructively to progress them; support the executive in the development of relevant policies, as required.
Advise and monitor the implementation of policies and procedures
Represent the iO’s policies and views in a positive way to external audiences

Consider and take decisions on matters referred to by Council, the CEO or the executive managers
Take responsibility for addressing the items that appear on the Committees agenda by:

reading the papers beforehand
adhering to the agenda item
contributing to discussion for the development of the iO and the profession rather than for personal objectives/gain
- Work with the CEO and executive team to resolve issues so that clear and collective decisions can be reached and action points can be attributable to individuals

Work constructively as part of a team
Attend and Chair all Audit and Risk Committee meetings
Encourage the participation of all members of the Committee, performing annual reviews with each committee member, and identifying any further development or changes needed to ensure their full and effective engagement
Ensure that sufficient time is given for discussion/decision-making and, if appropriate, convening prior informal meetings to prepare for discussion or additional meetings if required.
Set the style and tone of Committee discussions to promote constructive debate and effective decision-making.

Competencies

Technical Competencies:

For the role of Lay Chair of Audit and Risk Committee, the following competencies are required:

CCAB Qualified, with senior level Audit & Risk Committee experience
Skills, knowledge and experience of systems of internal control, corporate governance and financial and risk management
Knowledge and experience of assurance frameworks, policies and processes
Understanding of the role of audit in wider accountability frameworks
Recent and relevant financial management and/or audit experience

Contextual competencies:

Knowledge and understanding of the objectives and range of activities of the iO, the role of Council and the key internal and external stakeholders
Commitment to the wide community of osteopathy
Understanding of regulation and the osteopathic profession

Core competencies:

Knowledge of and adherence to procedures

Capacity to abide by frameworks, and compliance processes and procedures as determined by the Council.

Senior level experience

Chairing meetings, encouraging the participation of all members of the Audit and Risk Committee and ensuring that sufficient time is given for discussion/decision-making
Ability to interpret complex issues, with the skill to clarify them for others
Possesses high standards of personal probity, integrity, tact and discretion and is able to maintain confidentiality
Ability to work in partnership with the Chief Executive and other executives, while holding them properly to account
Ability to think at a strategic level, understanding both the process of development and implementation of policy and the implications of strategic and policy decisions on the iO’s resources
Ability to assimilate business information, and see the external environment objectively, with a logical approach to problem solving
Commercial, pragmatic approach to committee discussion and effective decision-making, using sound judgment, communication and influencing skills
Track record of thorough planning and preparation through assimilation of written reports and proposals, and takes notes efficiently and accurately.
Willingness to give and receive constructive feedback, and to learn from others.
Aptitude for leadership and ambassadorial role, representing the profession, the iO, and its Council and views positively

Communication skills

Articulates views clearly and concisely, both orally and in writing.
Listens actively, avoids assumptions, checks understanding with others and shares information in a timely manner.
Adopts a tactful approach and a communication style that is respectful and impartial.

Effective decision making and sound judgment

An ability to concentrate for long periods of time, make decisions in a timely manner and accept responsibility for decisions reached.
Identifies and reports potential conflict of interest.

Commitment to diversity

Demonstrates awareness of, and personal commitment to equality of opportunity and diversity.
Asks questions and makes comments in a manner that is sensitive to issues of age, beliefs, cultural differences, gender, physical or mental disabilities, race, religious customs, sexual orientation and life style.
Presents a fair, unbiased and balanced view based on all the information presented.
Is self-aware in relation to potential prejudices, and addresses these.

Sanctions

A breach of the Chair of Audit and Risk Committee responsibilities or the Code of Conduct (below) may be subject to disciplinary action and possible sanction, which in serious cases may result in the Committee member being removed from office.

Code of Conduct

Members of the Audit and Risk Committee are expected to uphold the seven principles of Public Life:

Selflessness
Integrity
Objectivity
Accountability
Openness
Honesty
Leadership

Specifically, the Chair and members of Audit and Risk Committee must adhere to the following code of conduct:

Members must at all times ensure that their activities are directed toward the fulfilment of the iO’s mission statement, its members and the interests of its public.
Members must ensure that the funds of the iO are properly applied to the furtherance of the purpose of the iO.
Members must not make use of information acquired solely by virtue of their position as such for personal gain, whether financial or non-financial.
Members must not use their position as such to promote their personal, professional or business interests.
Members must declare any real or potential conflict of interest with regard to any matter brought before Council or discussed during an iO meeting, viz:

If the Chair of a meeting decides at any time that a Member has a real, perceived or potential conflict of interest*, the Member will not participate in the discussion, and will leave the meeting for the topic under consideration.

Members must ensure, when speaking in their capacity as such at any meetings of the iO, its committees or outside, that they declare any personal or business interests relevant to the matter in hand.
Members must respect the confidentiality of information identified as confidential, acquired by them solely by virtue of their position as such.
Members must not use their position as such to seek to influence the conduct of any aspect of the Committee’s business for the benefit of any individual, body corporate or other association other than for the benefit of the profession as a whole.
Members must avoid any conduct that impairs the ability of the Committee to perform its functions or to enjoy the confidence of the membership, iO staff, the profession or government.
Members must ensure that prompt and effective action is taken through appropriate channels to investigate any allegation of maladministration within the iO reported to them.
Members should support in public the policies of the iO. Where a Member feels compelled publicly to oppose an iO policy, the Chair should be informed in advance. The Member may then express his or her personal views on the matter but, in so doing, must first explain the organisation’s policy and the reasons for the organisation’s decision. Members must in any case avoid any action that would undermine confidence in the competence of the organisation and its members or in the organisation’s decision-making process.
Members must take action to be familiar with the governing documents of the iO so that they may act in an informed capacity.
Members will submit for reimbursement only those expenses that are reasonable, justifiable, legitimate, and in accordance with the iO’s Expense Policy.
Members must not accept personal gifts, favours or benefits, except those of a nominal value, from any business associate or company, offered because of their position with the iO.
Members will not use their position as a Member of Committee to suggest to any iO employee any entitlement to, or expectation of, any special treatment beyond that accorded to the broad membership of the iO.