Terms and Conditions of Appointment for Audit Committee Members

Introduction

This document applies to appointments (under sub-sections 16.21(1) and (2) of the Financial Administration Act) approved as of January 1, 2014. Appointments approved prior to January 1, 2014 will continue to be subject to the 2007 Terms and Conditions of Appointment for Audit Committee Members.

Part I: Appointment Provisions and Remuneration

1.1 Appointment Mechanism

Appointments are made by Treasury Board, on the recommendation of the President of the Treasury Board, through a Treasury Board Appointment Order specifying the tenure of the appointment. The appointment order also specifies the department and the role (member or chair).

1.2 Date of Appointment

The date on the Treasury Board Appointment Order is the effective date of the appointment.

1.3 Tenure of Appointment

Appointees serve at the pleasure of the Treasury Board of Canada. An appointment may be terminated at any time without prior notice, and without any further compensation.

1.4 Acceptance of Appointment

To accept the appointment, an Appointee must return a signed copy of the Appointment Acceptance Form to the Office of the Comptroller General within 30 days of receiving it.

1.5 Security

In accordance with the Policy on Government Security and its associated standards, departments will ensure that Appointees undergo a screening process if their duties or tasks necessitate access to sensitive information and assets. At a minimum an Appointee must hold, or be able to obtain within a reasonable timeframe, a valid Secret security clearance issued by a recognized federal government security authority. Some organizations may require a higher-level security clearance. Prior to the commencement of duties, the Appointee must undergo a reliability check and be granted a reliability status. Failure to obtain or maintain the required clearance will result in the inability to exercise the duties of an Appointee and in the revocation of the Appointment.

Appointees shall not have access to any classified information until the security clearance deemed necessary by the department is obtained.

1.6 Resignation

In the event that a situation arises that causes an Appointee to be unable to perform his or her audit committee duties, the Appointee should resign. The letter of resignation must be sent to the deputy head of the department. The Comptroller General must be made aware of any resignation.

1.7 Remuneration

Per diem rates are set by Treasury Board and may be amended at its discretion. Per diems are paid to Appointees as the office holders named in the Treasury Board Appointment Orders for attendance at departmental audit committee meetings and reasonable preparation time.

1.8 Travel Expenses

Appointees are subject to the Treasury Board Special Travel Authorities, Executive Group provision, and the National Joint Council Travel Directive “employee” provisions, except for Part V, which pertains to emergencies, illnesses, injuries and death while in travel status. Access to government travel cards is also restricted.

Travel expenses, properly and reasonably incurred in providing services or obtaining training as audit committee members will be reimbursed in accordance with the rates and allowances specified in Appendices B, C and D of the National Joint Council Travel Directive upon submission of a duly completed travel claim.  All travel and training requests must be pre-approved by the deputy head. Point of origin for all Appointees’ travel is the principal residence. Reimbursement will be based on return travel from the point of origin to final destination or actual expenses, whichever is less.

1.9 Legal Assistance and Indemnification

Legal assistance and indemnification of Appointees is governed by the Treasury Board Policy on Legal Assistance and Indemnification.

Part II: Terms of Service

2.1 The Terms and Conditions of Appointment for Audit Committee Members are governed by the Financial Administration Act (section 16.21) and the Treasury Board Policy on Internal Audit, and may be amended by Treasury Board at its discretion.

2.2. Appointees shall comply with the Treasury Board Directive on Internal Auditing in the Government of Canada sections pertaining to the Departmental Audit Committees.

2.3. Appointees are required to perform their duties in the public interest, without real, apparent or potential conflict of interest or wrongdoing.

Part III: Conflict of Interest and Ethical Conduct Code for Audit Committee Members Appointed by Treasury Board

3.1 Principles

Appointees should abide by the Values and Ethics Code for the Public Sector and the code of conduct of the organization on whose audit committee they serve.

3.2 Disclosure

Appointees shall report to the deputy head all activities, interests or appointments which might impair, or be seen to impair the ability to discharge their duties or cast doubt on the integrity or impartiality of their appointments or fulfillment of their duties.

3.3 Independence

Appointees are expected to maintain an independent and objective perspective as detailed in the Policy on Internal Audit and the Directive on Internal Auditing in the Government of Canada. Appointees should discuss any potential issues of independence with the chair of the audit committee. Appointees have a duty to inform their deputy head, or the Comptroller General if appropriate, in cases where a lack of independence compromises the Appointees’ ability to fulfill their responsibilities.

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