20/23. Declarations of Interest
There were no declarations of interest.
21/23. Election of Chair
Having been proposed by R. Sartain and seconded by M. Thompson, it was
Resolved: That C. Sharp be appointed Chair of the Committee.
C. Sharp in the Chair.
22/23. Appointment of Vice Chair
Having been proposed by C. Sharp and seconded by M. Thompson, it was
Resolved: That Prof. J. Barratt be appointed Vice Chair of the Committee.
23/23. Draft Minutes of the Meeting Held 14 June 2023 (Appendix, Agenda Item 4)
The Minutes of the meeting held on 14 June 2023, were agreed as a true record.
Minute Number 11/23 – Reports from Internal Audit Service – HR System, Functionality and Utilisation
After discussing the IAS report on MHR iTrent, the P/CEO had requested the IAS to communicate with other colleges who also used the system, to identify process efficiencies. In response to a question from the Committee Chair, L. Glover explained that the IAS was not yet in a position to provide this.
24/23. Draft Audit Committee Workplan 2023 - 2024 (Appendix, Agenda Item 5)
The Committee undertook a review of the key reports to be considered by the Committee for 2023 - 2024 (previously circulated). The Committee agreed that the Draft Workplan presented a balanced and thorough programme of work, that reflected the Committee’s Terms of Reference.
Resolved: That the Annual Timetable of Standard Business for the Audit Committee 2023 – 2024, be approved.
25/23. Reports from Internal Audit Service (Appendices a - d, Agenda item 7)
Mr Glover presented the following reports (all previously circulated) –
Assurance Review – Marketing (including Social Media)
This review was to give assurance that the Marketing Strategy and activities suitably supported the achievement of the college’s strategic objectives.
- Areas of good practice identified included:
- The Marketing Strategy supported the College Strategic Development Plan 2021-25 and the Operational Implementation Plan 2022/23 and clear reference was made to the college’s strategic objectives.
- Underlying Marketing Plans for Higher Education and Further Education in place to deliver Strategy.
- How To guides for creation of social media groups available to staff.
- Applications and Events reported to Senior Leadership Team monthly.
- A social media policy was in place which applied to both staff and students. The IAS had recommended that this be reviewed to take account of recent changes in the college’s marketing tools/channels, including TikTok and the college’s HubSpot platform. This recommendation had been accepted by Management.
The Audit provided Substantial Assurance.
Subcontracting Standard
The Education & Skills Funding Agency (ESFA) had consulted on subcontracting reforms in February 2020. As part of that consultation, one of the proposals for reforming the future arrangements for subcontracting of ESFA funded post-16 education and training was that it would develop an externally assured subcontracting standard to replace the audit certification process which was previously required. The subcontracting standard was developed to drive improvement in the quality of contract management and oversight by lead providers in the post-16 education sector.
The IAS had conducted a review of Shrewsbury Colleges Group’s subcontracting provision which would assist the ESFA in its decision making as to whether college, as a provider had the systems and controls in place to manage its subcontractors in line with the standard and provide assurance that subcontracted provision was appropriately managed.
During the review the IAS also provided the college with good practice recommendations based on its understanding of subcontracting standard requirements and wider good practice.
The results had been discussed with college management and reported in detail within the Report Action Plan; the recommendations were minor in nature and had been accepted by college management. Once finalised the Report would be submitted to the ESFA alongside the Group’s Subcontracting Standard: Assurance Declaration.
The EDoF explained that there was no longer a requirement to undertake an audit annually. In response to a question, he confirmed that he and the P/CEO had confidence in the ability of the college’s subcontractors to deliver good outcomes.
L. Glover undertook to follow-up with the ESFA to clarify whether it intended to communicate with colleges as to whether they had met the Standard or not.
Assurance Review - Core Financial Controls
- The IAS noted the following areas of good practice:
- Assets capitalised in accordance with the Financial Regulations.
- Insurance arrangements procured using a framework.
- Recommendations had been made with respect to –
- Location of assets to be identified and recorded in the Fixed Asset Register, to be reviewed on a regular basis. Management had agreed that schedules of high value items would be created and an annual asset verification check would be implemented for items on these schedules.
- Register of insurance claims to be maintained. The EDoF explained that while separate records were maintained of each claim received, it was not considered necessary, due to the low volumes involved, to maintain a separate list of these claims for the suggested purpose of checking that the insurer’s claims report was correct. The Committee Chair requested that this approach be kept under review.
The Audit had received Adequate Assurance.
Follow Up of Audit Recommendations
- The 2021/22 Annual Report from the previous auditors confirmed that seven audits had taken place. A total of 28 Routine or Important recommendations had been made where action was required. Action was not required in respect of operational recommendations.
- The IAS reconciled the Trackers to the 2021/22 internal audit reports and were able to confirm that the correct Assurance Level and number of recommendations had been recorded for all audits.
- From a sample the IAS confirmed that all had been fully implemented at the date recorded in the Tracker.
The IAS had recommended the inclusion of a further column in the Tracker in respect of original target dates which did not move. This would allow the Audit Committee to monitor slippage. The Tracker might also benefit from the inclusion of an overview or summary page setting out how many recommendations have been made, how many are outstanding and how many have been implemented.
Rather than deleting completed recommendations once presented to the Audit Committee, it agreed that, for future follow up purposes management remove completed items to an archive.
The Audit had received Adequate Assurance.
Resolved: That the reports be noted.
Internal Audit Strategy 2023/24 – 2025/26
Mr Glover presented the draft Internal Audit Strategy 2023/24 – 2025/26.
The report set out –
- The key findings of the Audit Needs Assessment (ANA), following discussions with key college personnel and the Audit Committee Chair
- The Service’s approach to the development of the Strategy
- The Internal Audit Strategy
It was noted that the 23/24 Programme would include a review of Corporate Governance.
Having reviewed the Draft Strategy, the Committee:
Resolved: RECOMMENDED TO BOARD that the Internal Audit Strategy be recommended for approval.
ACTION: REPORT TO BOARD
Internal Audit Service Annual Report
The annual internal audit report summarised the outcomes of the reviews conducted on the college’s framework of governance, risk management and control and to assist the Governing Body in making its annual governance statement.
Mr Glover confirmed that there had been minimal or no impact on the delivery of the internal audit work for the year. There had been no changes to the planned work because of Covid-19; any changes had been based on business/operational need.
The Committee 2022 – 2023 Annual Audit Plan approved by the Committee had been for 39 audit days and individual reviews had been delivered within this budget. The total number of audit days includes 5 days for the ESFA Subcontracting Standard Validation. Subsequent to the strategy being approved, management requested that the Student Records review be postponed; five unused days had been carried forward to 2023/24. During the year the IAS was also asked to assist the college with review of the ESFA Subcontracting Standard and an Annex G Grant Certification for Taking Teaching Further funding.
During the year, the service had conducted four reviews; two receiving Substantial Assurance, two attracting Adequate Assurance and no reviews attracted Limited or No Assurance.
The reviews undertaken had not resulted in any urgent recommendations and there were no areas reviewed by internal audit where it was assessed that the effectiveness of some of the internal control arrangements provided ‘limited' or 'no assurance’.
Based on the work performed, the IAS offered its conclusion as to the adequacy and effectiveness (or inadequacy and ineffectiveness) of the college’s risk management, governance and control processes. Overall, in the opinion of the IAS, based on the reviews performed during the year, Shrewsbury Colleges Group had:
- adequate and effective risk management.
- adequate and effective governance; and
- adequate and effective control processes.
As the report was designed to assist the Governing Body in making its annual governance statement and complete its Annual Report to Board, the Committee was of the view that it had received sufficient assurance on the adequacy of the college’s controls and this be reflected in the Committee’s Annual Report to Board.
Resolved: That the report be noted and the Audit Committee Annual Report to the Board be revised accordingly.
26/23. Audit Committee Draft Annual Report 2022 - 2023 (Appendix, Agenda Item 8)
The Committee Chair submitted the Audit Committee Draft Annual Report and advised that the report would be referred to the Board for approval prior to submission to the ESFA.
The purpose of the Annual Report was to submit to Board a précis of the activities of the Audit Committee for the Year 1 August 2022 to 31 July 2023 and had been produced in accordance with the guidance set out in the Joint Audit Code of Practice (JACOP) and Education & Skills Funding Agency (ESFA) Guidance ‘The Scope of Work of Audit Committees and Internal Auditors in College Corporations’.. The Committee’s Terms of Reference (previously circulated) remained compliant with Code of Practice requirements.
The Annual Report to the Board provided -
- a summary of the work of the Committee during 2022 - 2023, including any significant issues arising up to the date of preparation of the Report;
- any significant matters of internal control included in the management letters and reports from auditors or other assurance providers;
- the Committee’s view on its own effectiveness and how it had fulfilled its terms of reference; and
- the Committee’s opinion on the adequacy and effectiveness of the college’s audit arrangements, its framework of governance, risk management and control and its processes for securing economy, efficiency and effectiveness.
The Committee noted that the Report included a section on governors’ development. The Committee also acknowledged that it had, as a result of self-assessment, increased its membership to five.
The Committee, having reviewed the Draft Report, asked for the following revisions -
- the sections on the Internal Audit Service and Financial Statements Audit be supplemented to reflect the updates to the IAS Annual Report (Min. No. 27/23) and the Draft Financial Statements 2022 – 2023 (Min. No. 32/23) as these reports had provided further assurance to the Committee on the integrity of the college’s control systems.
- The ESFA reclassification bite sized guides be included in the Governance pack for the December meeting of Board.
Resolved: That the Draft Annual Audit Report for Audit be agreed and, subject to the further amendments requested, be RECOMMENDED TO BOARD for approval.
ACTION: REPORT TO BOARD
27/23. Whistleblowing, Irregularity & Fraud – Annual Statement of Declaration of Incidents 2022 – 2023 and Policy Review (Appendices, Agenda Item 9)
The Committee considered a report from the Clerk (previously circulated) presenting a Declaration that no incidents of Fraud, Corruption or Whistleblowing had been reported to the Clerk’s Office during 2022 – 2023, in accordance with Financial Procedures.
The Committee was also advised that the college’s Whistleblowing Policy had been amended slightly and would be submitted to Senior Leadership Team for review on 27 November 2023. The revised Policy, which would include the updated contact details of the independent charity, ‘Protect’, would be included in the Board Governance Pack submitted to the December meeting.
An appropriate reminder of the college’s expectations of staff and the policies and procedures in place to protect the college regarding bribery and corruption and support whistleblowing would be placed in the college internal newsletter ‘In The Loop‘.
Resolved: That the Committee RECEIVES the Statement of the Clerk regarding Incidents of Whistleblowing and Fraud 2022 – 2023 and AGREED that the annual reminder regarding the College’s Anti-Bribery arrangements be sent to all staff and that the revised Whistleblowing Policy be included in the Board Governance Pack.
28/23. Audit Recommendation Tracking Report (Appendix Agenda Item 11)
The Committee reviewed the Audit Recommendation Tracking Report (previously circulated).
29/23. Risk Register and Board Assurance Framework (Appendix, Agenda Item 10)
The Committee reviewed the 2023 – 2024 Risk Register and Board Assurance Framework (previously circulated).
The EDF explained the risks identified and mitigating actions being undertaken. Whilst no risks were rated ‘red’, the strategic risk (Planned defunding of AGQs) remained ‘high amber’. The P/CEO considered this to be the most significant risk at this point.
The Committee Chair advised that he and a number of other governors, including members of the Committee, had recently attended a governance webinar on AI and its possible implications and risks. The Committee discussed whether this should be included as a strategic risk. In response to questions, the EDoF and P/CEO considered that it was not AI in and of itself that presented a strategic risk rather than how it was used or misused by students and staff.
The Committee concluded that the risks have been appropriately identified and the management actions reported were effectively mitigating these risks.
Resolved: RECOMMENDED TO BOARD that the Risk Register be approved.
ACTION: REPORT TO BOARD
M. Munro joined the meeting.
30/23. Financial Statement Auditors (FSA) Report – Draft Financial Statements for Year Ended 31 July 2023 (Appendices Agenda Items 6)
Mr Munro presented the following reports –
Financial Statements for the Year Ended 31 July 2023
Mr Munro presented the Draft Financial Statements for the Year Ended 31 July 2023 (previously circulated) which, having been substantially audited, indicated a ‘clean’ unqualified audit opinion in terms of both truth and fairness and regularity. He thanked the EDoF, Finance Team and the MIS Manager for their co-operation and for providing high quality information.
Mr Munro explained that no adjustments had been identified that impacted the outturn other than minor disclosure arrangements agreed with management, which should provide a high degree of assurance to the Committee. Mr Munro explained that, based on the work done to date, the auditors were proposing an unmodified opinion. The anticipated regularity assurance opinion would also be unmodified.
Key Issues For Discussion
The Committee commended the presentation style of the document, which set out clearly the key issues that affected the audit and the preparation of the Financial Statements.
Mr Munro advised that there was nothing adverse in the discussion report (previously circulated). He explained the report’s contents, as follows –
- The work was substantially complete and there were currently no matters of which the auditors were aware of that would require modification of the audit opinion, subject to minor outstanding matters;
- The FS auditors had reviewed the controls that operated within the college and had identified areas of risk to be control of journals. It had also looked more specifically this year at IT controls with respect to IT weaknesses that could affect the audit. Nothing significant had been found and the FS auditors had been able to conclude positively with nothing to report.
- Audit findings – the commentary was explained to the Committee’s satisfaction;
- Audit findings against other risks. These risks included –
- Management override of controls;
- Fraud in income recognition; and
- Pension assumptions.
- Going Concern – The auditors considered that the Board’s Going Concern assessment was reasonable and therefore the accounts had been appropriately prepared on the going concern basis. The college had evidenced it had sufficient mechanisms in place to effectively manage cash flow. In addition, the college had not breached any covenants, which provided additional assurance to the Committee;
- No matters in relation to fraud or breaches in relation to laws and regulations had been identified;
- The Letter of Representation and final version of the Financial Statements would be signed at the Board meeting in December 2023;
- Regarding fees and non-audit services, the Committee noted the Statement to the effect that the auditors were independent of the college and provided no other services.
Resolved: That the Audit Findings for Shrewsbury Colleges Group for the year Ending 31 July 2023, be accepted.
Going Concern Assessment
The EDoF presented a report (previously circulated) providing the Committee with assurance regarding the status of the college as a going concern. The draft year end accounts, 2023 - 2024 financial plan and year to date operating outcomes demonstrated continuing good financial health.
The latest weekly cashflow forecast for the year illustrated a sound ongoing cashflow position with no period of pressure on cashflows. The changes to timing of ESFA funding payments made in April 2023, meant that the college’s Cash position was more stable and regular than in previous years. Having received this report and the assurances of the Financial Statement auditors, the committee was of the view that the college had in place adequate mitigating actions in place to ensure cash fluidity at this time during 2024.
Resolved: That, having considered the draft Financial Statements, the reports of the Executive Director of Finance and Financial Statements auditors, the Committee thanked Mr Munro and his Team for producing a comprehensive report and to the Finance Manager and his Team for their support and
Resolved: RECOMMENDED TO BOARD that
- the Committee considered the Shrewsbury Colleges Group to be a going concern; and
- the audit findings and draft year-end financial statements 31 July 2023 be recommended to the Board for approval.
ACTION: REPORT TO BOARD
31/23. Irregularity and Fraud
None reported.
32/23. Risk
The Committee agreed that the risks relevant to the Committee have been appropriately identified and the management actions reported were effectively mitigating these risks.
33/23. Governance Pack – ESFA Guidance: The Scope of Work of Audit Committees and Internal Auditors in College Corporations
The Clerk had undertaken a compliance audit against the Department of Education Guidance ‘The scope of work of audit committees and internal auditors in college corporations’ and the Post 16 Audit Code of Practice 2022 (ACOP) Compliance Audit against Section on the Audit Committee (previously circulated). The college and Committee arrangements were in full compliance.
34/23. Date of Next Meeting – Wednesday, 13 March 2023 from 5.30 p.m.
Mr Glover, Ms Hanson and Mr Munro left the meeting at this point.
The Committee took the opportunity to thank them for their work.
35/23. Performance Review of Internal Audit Service and Financial Statements Auditors (Confidential Appendix, Agenda Item 15)
The Committee reviewed and confirmed the conclusions of a confidential report with respect to the performance monitoring of the Internal Audit Service and the Financial Statements auditors during 2022 – 2023 (previously circulated).
The meeting concluded at 7.48 p.m.