Terms and Conditions of Appointment for Audit Committee Members
This document takes effect on . It sets out the terms and conditions of appointment for all audit committee members appointed by Treasury Board (Appointees).
Part I: Appointment Provisions and Remuneration
1.1 Appointment Mechanism
Appointments are made by the Treasury Board, on the recommendation of the President of the Treasury Board, pursuant to subsection 16.21 (1) of the Financial Administration Act.
1.2 Tenure of Appointment
The effective date and length of the term of the appointment are specified in the Appointment Acceptance Form.
Appointees serve at pleasure. An appointment may be terminated at any time without any notice and the Appointee does not have any right to claim or to receive any compensation, damages, indemnity or any other form of relief for ceasing to hold the position of member of the audit committee.
1.3 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 fifteen days of receiving it.
By signing the Appointment Acceptance Form, the Appointee acknowledges that he or she has read the Terms and Conditions of Appointment for Audit Committee Members and accepts the appointment under the terms specified therein.
1.4 Designation of the chair
Deputy heads are responsible for designating a chair for the audit committee, in consultation with the Comptroller General of Canada.
An Appointee’s designation as the chair of the audit committee can be revoked at any time without any notice and the Appointee does not have any right to claim or to receive any compensation, damages, indemnity or any other form of relief for ceasing to hold the position of chair for the audit committee.
Prior to the commencement of duties, the Appointee must undergo a reliability check and be granted a reliability status.
Organizations may require a higher-level security clearance. In such case, the Appointee must undergo a security clearance check and be granted the security clearance deemed necessary by the department.
In accordance with the Policy on Government Security and its associated standards, departments are responsible for ensuring that Appointees undergo a screening process if their duties or tasks necessitate access to sensitive information and assets.
Appointees shall not have access to any classified information until the security clearance deemed necessary by the department is obtained.
Failure to obtain or maintain the reliability status or the required clearance will result in the inability to exercise the duties of an Appointee and in the termination of the Appointment.
Appointees must hold all protected or classified information shared as part of the audit committee in strict confidence.
Unless otherwise agreed, the Appointee must not disclose, copy, transmit or provide such information to a third party or disclose the business, operations, decisions or recommendations of the audit committee to third parties.
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 of Canada must also be made aware of the resignation.
Remuneration and expenses are fixed by Treasury Board and may be amended at its discretion.
Remuneration and expenses are paid to the Appointee as the office holder named in the Appointment Acceptance Form.
Remuneration of office holders is subject to statutory deductions, such as deductions under the Income Tax Act (and the Taxation Act in the province of Québec) and the Canada Pension Plan Act (Act respecting the Québec Pension Plan in the province of Québec).
1.9 Basis for payment
Payment for services shall be made for days actually spent performing the following audit committee member duties and responsibilities: attendance at meetings, reasonable preparation time, travel time and time spent at training or orientation.
A day is defined as 7.5 hours. If time worked is less or more than a day, remuneration shall be pro-rated by dividing the per diem rate by 7.5 hours.
1.10 Travel Expenses
Appointees are subject to the National Joint Council Travel Directive “employee” provisions, except for Part V, which pertains to emergencies, illnesses, injuries and death while in travel status.
Travel expenses that are properly and reasonably incurred 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 requests must be pre-approved by the department.
1.11 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 the Treasury Board or its delegate.
2.2 Appointees shall comply with the Treasury Board Policy on Internal Audit and associated instruments and with any other instructions provided by the deputy head or the Comptroller General of Canada.
2.3 Appointees shall devote such time and efforts as deemed necessary and reasonable by the deputy head for the performance of their duties and responsibilities.
Part III: Conflict of Interest and Ethical Conduct Code for Audit Committee Members Appointed by Treasury Board
Consistent with the principles of the International Standards for the Professional Practice of Internal Auditing, Appointees are expected to maintain an independent and objective perspective when providing advice to the deputy head on their areas of responsibility.
Appointees must abide by the values and expected behaviours outlined in the Values and Ethics Code for the Public Sector and the provisions of the organization’s code of conduct for the committee on which they serve, with such modifications as the circumstances may require.
Appointees must prevent and avoid situations that could give rise to a real, apparent or potential conflict of interest during the term of their appointment and after the end of the Appointees’ term.
Appointees must disclose all new activities, interests or appointments in order for the department to assess whether they may impair, or be seen to impair, the Appointee’s ability to discharge his or her duties in an independent and objective manner. This assessment must be done at least annually and for the duration of the Appointee’s term.
Prior to completing their tenure on the committee, Appointees are to disclose to the deputy head their intentions regarding any future employment or activities that may pose a risk of real, apparent or potential conflict of interest.
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