Charter of the Finance, Audit, and Compliance Committee

Revised March 18, 2021

The Board of Wildlife Resources hereby constitutes and establishes a Finance Audit and Compliance Committee (hereafter referred to as the Committee) with authority, responsibility, and specific duties as described below.

Purpose:

The Finance, Audit and Compliance Committee is to conduct initial and continuing reviews of issues regarding internal and external audits, and the financial conditions, both short- and long-term, of the Department of Wildlife Resources (DWR). Audit reviews will include compliance with Board policies, accounting practices and auditing procedures, adequacy of financial reports and disclosures, the Director’s expenses, and violations of law. Financial evaluations will focus on implementation of the Department’s annual budgets as approved by the Board as well as the Department’s long-term funding needs. The Committee will develop and submit reports, draft policies, and/or recommendations regarding audits and the finances of the Department to the full Board for its consideration.

Composition:

The Committee shall be comprised of not less than three or more than five members appointed by the Chair of the Board. The Chair may also appoint alternate members, who shall be counted for quorum purposes and vote only in the absence of regular members. These members are to be independent of management and operating executives. The majority of the members must be financially literate. One of the members shall be appointed by the Board Chairman to Chair the Committee. A quorum of the committee shall consist of a majority of the members.

Authority:

The Committee is granted the authority to investigate any activity of DWR, and all employees are directed to cooperate as requested by members of the Committee. The Committee with the approval of the Board is empowered to seek assistance from persons having special competence in these areas, as necessary, to assist the Committee in fulfilling its responsibility.

Responsibility:

The Committee is to serve as a focal point for the communication between the Board of Directors, the Chief Compliance Review Officer, the external auditors, and DWR management as their duties relate to financial accounting, reporting, risk management, and controls. The Committee is to assist the Board of Directors in fulfilling its fiduciary responsibilities as to accounting policies and reporting practices of DWR and all subsidiaries and the sufficiency of auditing relative thereto. It is to be the Board’s principal agent in assuring the quality of Compliance Review, the integrity of management, and the adequacy and transparency of financial and operating disclosures. The opportunity for the Chief Compliance Review Officer, any external auditors or people with expertise in these areas to meet with the entire Board of Directors, as needed, however, is not to be restricted.

Meetings:

The Committee generally meets at least four times each fiscal year, and as many times as the Committee deems necessary. Fewer meetings may be approved by the Board under extenuating circumstances. As necessary or desirable, the chair may request that members of management, the Chief Compliance Review Officer, and the representatives of external auditors be present at meetings of the Committee. The Chief Compliance Review Officer shall be requested to attend any meeting of the committee related to its oversight responsibilities for auditing, financial reporting, risk management or internal control structure issues.

Minutes:

The minutes of each meeting are to be prepared and sent to Committee members and approved at subsequent meetings.

Specific Duties:

The Committee is to be informed and vigilant in fulfilling the following duties:

Review the budgetary and financial implications of management’s tactical and strategic plans submitted to the full board.
Review any report by DWR’s Finance, Audit and Compliance Review Committee. Review any recommendations, implementations, and follow-up with the Chief Compliance Review Officer
The Committee chair or designee will serve as the Board’s point of contact with the external auditors and will meet with the external auditors during the entrance and exit conferences and at other times as needed or upon request of the external auditors.
The Committee chair or designee will review with management and the external auditors if necessary or desirable, upon completion of their audit, financial results for the year or for the period under audit.
Review any deficiencies noted by the external auditors in the agency’s electronic data processing procedures and controls, any serious difficulties the external auditors encountered with management in performing the audit, and any deficiencies noted by the external auditors in the internal control structure.
Review any activity reports from the Chief Compliance Review Officer.
Review with the agency’s management, the Chief Compliance Review Officer and any other entity or person, it deems necessary, the agency’s general policies and procedures to reasonably assure the adequacy of internal accounting and financial reporting controls, including such controls related to the Executive Director’s expenses and any use of agency assets.
Review with Chief Compliance Review Officer, the significant findings, current status, and management’s corrective action as a result of any compliance reviews.
Manage the Department’s internal audit function including review and approval of the internal audit’s charter, annual audit work plan, reports and recommendations. The internal auditor shall report functionally to the Chair of the committee and administratively to the Department’s Director or designee. The Committee shall create performance and evaluation criteria for the internal auditor, and shall conduct annual evaluations of the auditor’s performance with the Director. The Committee Chairman shall participate with the Director in decisions regarding the appointment of the internal auditor, and the Committee’s approval shall be obtained by the Director prior to the appointment or removal of the internal auditor.
Initiate any special investigations of breach of the Board’s Code of Ethics and Conduct; conflict of interest; and non-compliance with federal, state, and local laws and regulations.
Evaluate audits and reviews conducted by any other governmental entries that involve financial or compliance matters.
Review with the Attorney General’s Office at least on an annual basis, the status of legal matters that may have a significant impact on the agency’s financial status.
Meet privately with the Chief Compliance Review Officer and the Department’s Internal Auditor annually as deemed appropriate.
Submit to the Board of Directors the results of performing the foregoing duties, and submit to the Board of Directors any findings or recommendations that the Committee may have.