Updated June 2019
SECTION 11 – AUDIT COMMITTEE
11.1 Audit Committee Guideline
The Audit Committee is a standing committee authorized by Article XII, Section 1, of the IEEE Computer Society bylaws. This bylaw states the committee charter, the qualification and method of appointment of its members and method of selecting its chair. All entities of the IEEE Computer Society shall cooperate with the Audit Committee in its goals of improving and enhancing the society and its operations. Audit Committee members shall respect the privacy of sensitive information, and shall avoid actions at cross-purposes with the needs of the auditing process. The complete bylaw reads as follows:
“The Audit Committee shall be appointed by the Board of Governors with the recommendation of the Nominations Committee. It shall review the society’s policies, procedures, and practices, including finance, and recommend such changes as it considers desirable. The Audit Committee shall consist of not fewer than three nor more than five franchised members of the Board of Governors, none of whom shall be a society officer. The Audit Committee shall select its own chairperson”.
As the committee is appointed by the Board of Governors, it is responsible only to the board, and through it to the society membership.
11.1.2 Purpose and Scope
The purpose of the committee is to examine policy, procedures and compliance therewith; to identify additions, changes and deletions in the above which will improve or enhance society operations; and, to make recommendations to the Board of Governors.
The scope of Audit Committee activities shall encompass all society entities and operations, including both volunteer and staff activities, interface with the IEEE and its entities, with affiliated organizations, and with external organizations and activities.
11.1.3 Committee Membership and Organization
The Nominations Committee is charged with providing recommendations for appointments to the Audit Committee. In order to provide committee members who are knowledgeable of society activities, are not currently involved in society management, and to facilitate the audit process, it is recommended that the Nominations Committee, to the greatest extent practical, use the following guidelines in selecting candidates.
a. Audit Committee members shall not be members of the Executive Committee.
b. Potential members should express a willingness and commitment to serve.
c. Potential members should have been recently active or familiar with at least two major activities at the society level.
d. Preferably, Audit Committee members should be able to serve for two years to provide continuity on the committee.
In the event of resignations from the Audit Committee which the president or the committee chair feel will hinder its effectiveness, either the president or the committee chair may request the Nominations Committee to present additional candidates to the Board of Governors and request the board to appoint such additional members.
11.1.4 Selection of Audit Committee Chair
The Committee shall select a chair within 30 days of their appointment. The committee should agree on a procedure of its own choosing for selection of the chair and then proceed accordingly. This task must be resolved within the committee. There are no rules or requirements to be met by the chair other than being an Audit Committee member. Past experience on the committee is not a requirement.
11.1.5 Chair’s Responsibilities
The Audit Committee chair shall call committee meetings (or telephone meetings) as required, arranging for a meeting room and notifying committee members of time and place.
The chair shall preside at all meetings of the committee, and shall have IEEE and IEEE Computer Society constitution, bylaws, and other manuals and procedures distributed to committee members prior to the start of audit activity.
With guidance from the committee, the chair shall establish a schedule for the work of the committee.
With guidance from the committee, the chair shall assign areas to be audited to provide the broadest coverage of society operations possible. The committee should seek to review all activities which have recently experienced problems or controversies. The committee should review the financial audit, the accompanying auditors’ management letter and the staff response thereto, and look into any issues which, in its opinion, require further investigation such as conflict of interest situations.
The committee should adopt a multi-year schedule that provides for review of all major program areas at least once every three years. In addition, the committee should examine any specific issues referred to the committee by motion of the Board of Governors or Executive Committee.
The chair shall coordinate submission and review of findings and recommendations of committee members, obtain committee agreement on the final report, and have the final report prepared and submitted to all members of the board at its final meeting of the year, and shall remind the president and the board of need for a response to the board on all recommendations from the preceding year’s audit.
11.1.6 Committee Members’ Responsibility
Audit Committee members shall review these guidelines prior to beginning their work, and shall attend all meetings called by the chair. Members should review all aspects of operations of the society in their assigned areas, review all appropriate documentation for consistency, completeness, and effectiveness, examine operations and activities for compliance, identify significant deficiencies and/or opportunities, and prepare draft findings and recommendations for committee review, modification, and concurrence.
Prior to the last meeting of the year the chief staff executive shall send a copy of this section of the IEEE Computer Society Policies & Procedures Manual to the chair of the Nominations Committee with a request to prepare a slate of Audit Committee nominees.
Prior to the last meeting of the year the Nominations Committee is to select a slate of nominees for the Audit Committee for the succeeding year. Copies of these guidelines should be provided to potential nominees prior to obtaining their concurrence. At the last meeting of the year the board shall appoint the Audit Committee members for the next year.
The Audit Committee shall have a budgeted line item for its expenses. The chair of the Audit Committee is responsible for authorizing travel and other expenses charged to the Audit Committee line item. Such expenses shall be forwarded to the treasurer as the responsible officer for signature, unless the treasurer delegates that responsibility to the Audit Committee chair.
11.3 Audit Committee Handbook
The Audit Committee shall maintain a handbook on the operations of the committee.