[HISTORY: Adopted by the Town Council of the Town of New
Canaan 5-21-2014. Amendments noted where applicable.]
As used in this chapter, the following terms shall have the
meanings indicated:
- FINANCIAL EXPERT
- An individual who has substantial audit experience in the corporate or government sectors and who possesses or obtains a basic understanding of governmental financial reporting and auditing.
- MANAGEMENT
- Any Town officer or employee of the Town or Board of Education.[Added 2-10-2016]
- TOWN BODIES
- Collectively, the Town Council, the Board of Selectmen, the Board of Finance and the Board of Education.
There shall be an Audit Committee of three regular members,
and two alternate members, who shall be electors of the Town and who
shall each be a financial expert. The members shall serve without
compensation and shall hold no other office of trust or emolument
in the Town government or serve on any other committees of the Town
government. No member may accept any consulting, advisory or other
compensatory fee from the Town, nor shall a member have had any material
financial relationship (i.e., any transaction involving $5,000 or
more in any year) with the Town in the three years prior to appointment
to the Committee.
A.
Within 30 days after this chapter shall become effective, the Board
of Selectmen shall appoint members of the Committee as follows:
B.
Except for the initial appointments as hereinbefore stated, all subsequent
appointments of members and alternate members by the Board of Selectmen
shall be made for a term of three years to begin on December 1 each
year. Members may serve for no more than three successive three-year
terms or part thereof.
C.
Each member, after qualification, shall hold office from their initial
appointment and until a successor has been appointed and shall have
qualified. In the event of a vacancy due to death, resignation or
removal, within 60 days of such vacancy the Selectmen will appoint
a successor member of the Committee. There shall be minority representation
on the Committee in accordance with § 9-167a of the General
Statutes. No appointment to the Committee, for a full term or to fill
a vacancy, shall be effective unless confirmed by an affirmative vote
of seven members of the Town Council.
[Amended 2-10-2016]
A.
On or promptly after the first day of December in each year the Audit
Committee shall meet at the call of the First Selectman to choose
one of its members to be Chairman and one of its members to be Secretary.
The Chairman shall, when present, preside at all meetings of the Committee
and shall have a vote as a member thereof. In the absence of the Chairman
or Secretary, as the case may be, the Committee shall choose one of
its members Chairman pro tempore or one of its members Secretary pro
tempore. Two members shall be a quorum for the transaction of business
at any meeting. Alternate members, when seated as provided herein,
shall have all the powers and duties of regular members of the Committee.
Alternate members shall have no vote, and shall not count towards
a quorum or for other purposes, unless seated for a regular member.
In the event of the absence of a regular member from a meeting of
the Committee, or if a regular member is disqualified, such absent
or disqualified member shall designate an alternate to act in his
or her place. In the absence of such designation, the Committee, by
majority vote of those members present and voting, shall designate
and seat an alternate or alternates.
B.
The Secretary shall file in the office of the Town Clerk agendas
and minutes of all meetings of the Committee, including the votes
of each member on all actions taken.
C.
The Committee shall prepare and send an annual report of its activities
to the Town Bodies within 60 days after filing of the financial statements
with the State Office of Policy and Management.
[Amended 2-10-2016]
D.
The Committee shall have full authority:
(1)
To investigate any matters directly related to the purposes of the
Committee, on its own motion or brought to its attention with full
access to all books, records (except such records that are confidential
under state or federal law), facilities and personnel of the Town
and Board of Education; and
(2)
To request any officer or employee of the Town and Board of Education,
the Town's and Board of Education's legal counsel, internal
auditor, independent auditors or other consultants to attend a meeting
of the Committee or to meet with any members of, or consultants to,
the Committee.
A.
The purpose of the Audit Committee is to assist the Town Bodies in
fulfilling their oversight responsibilities relating to: 1) the integrity
of the Town's financial statements, financial reporting processes
and systems of internal accounting and controls; 2) the annual independent
audit of the Town's financial statements, the engagement of the
independent auditors and the evaluation of the independent auditors'
qualifications, independence and performance; 3) compliance with legal
and regulatory requirements that could materially impact the Town's
financial statements; 4) the evaluation of enterprise risk issues;
and 5) overseeing the Town's plan for corrective action which
should include appropriate and timely follow-up measures. In performing
the Committee's duties, members may reasonably rely upon management
to prepare financial statements in accordance with applicable standards
and to maintain an effective system of internal controls that provide
reasonable assurances regarding the reliability of financial reporting.
B.
Acting as an ad hoc committee with the First Selectman and the Chairman of the Town Council, the members of the Committee shall recommend to the Town Council annually one or more independent accounting firms qualified to perform the annual audit of the Town (See Town Charter § C5-27, System of Accounting). The ad hoc committee shall review and recommend to the Town Council the fees to be paid to the independent auditors, including in connection with any non-audit services. The ad hoc committee shall oversee, evaluate and, where appropriate, recommend to the Town Council the replacement of the independent auditors.
[Amended 2-10-2016]
C.
The Committee shall receive reports, from time to time, from the
independent auditors regarding their independence, and shall discuss
such reports with the auditors, if necessary, to satisfy itself of
the independence of the auditors.
D.
The Committee shall meet with the independent auditors during the
annual audit period to discuss the overall scope of the audit plan,
including the adequacy of staffing and other factors that may affect
the effectiveness and timeliness of the audit. The Committee shall
also discuss with management and the independent auditors the Town's
risk exposures (whether financial, operating or other), the adequacy
and effectiveness of the accounting and financial controls, and the
steps management has taken to monitor and control such exposures and
manage legal compliance programs, among other relevant considerations.
E.
The Committee shall review with management and the independent auditors
the annual financial statements of the Town, including their judgment
about the reasonableness of significant judgments, the clarity of
the disclosures in the financial statements and the adequacy of internal
controls. Based on such review and discussion, the Committee shall
make a determination whether to recommend to the Town Council the
acceptance of the audited financial statements. In addition, the Committee
may make recommendations, if any, to the Town Bodies regarding the
following: i) Annual audited financial statements; ii) Management
letter submitted by the independent auditor; iii) Response to the
management letter submitted by Town CFO/BoE Finance Director; and
iv) Financial management policies. The Committee shall review periodically
with management and the independent auditors the effect of new or
proposed regulatory and accounting initiatives on the Town's
financial statements.
[Amended 2-10-2016]
F.
The Committee shall meet with the independent auditors to discuss
any problems or difficulties the auditors may have encountered in
connection with the annual audit or otherwise and any management letter
provided by the auditors and the Town's response to that letter.
Such meeting shall address any difficulties encountered in the course
of the audit work, including any restrictions on the scope of activities
or access to required information, any disagreements with management
regarding generally accepted accounting principles and other matters,
material adjustments to the financial statements recommended by the
independent auditors and adjustments that were proposed but passed
regardless of materiality.
