Finance and Audit Committee
Terms of Reference
Mandate
The role of the Audit & Finance Committee is to provide oversight of the audit process, and to ensure the Board of Directors fulfills its legal, ethical, functional, and fiscal responsibilities through adequate finance oversight and financial policy development.
Responsibilities and Deliverables
The Committee shall have the major responsibility of overseeing OLA’s financial statements.
Pertaining to the audit, the Committee shall have the following responsibilities:
- Be responsible for reviewing all financial statements including the investment results, annual statements, and interim statements and shall report thereon to the Board for consideration and approval.
- Be responsible for resolving any conflict between the External Auditor and Management and therefore may require a separate meeting or in camera meeting excluding the OLA staff.
- Annually review the qualifications, independence, effectiveness, and tenure of the External Auditors, and report on the results of this review if, or when, recommending the appointment of the External Auditors to the Board.
- Annually review the Audit Engagement Letter with the External Auditors. This review shall include a discussion of any specific risk areas identified by the External Auditors, the Audit Committee, Management, or the Board.
- Annually review the financial policies, and the internal controls associated, documented by Management, and tested by Internal Audit Services.
- Develop and recommend appropriate policies and procedures to ensure sound financial and investment policies and practices are in place and recommend revisions as required to policies such as the Committee Terms of Reference and financial policies to assist the Board of Directors in fulfilling its oversight responsibilities.
Pertaining to the overall financial monitoring, the Committee shall have the following responsibilities:
- Review the quarter financial reports and assist in presenting these to the Board.
- Assist in budgetary review prior to Board presentation.
Composition
The Treasurer of the Board will be ex-officio, voting and chair of this Committee.
The Board will also appoint:
- Up to 3 members from any Sector.
- At least 1 additional Board appointee.
- The OLA President is ex-officio on all Board committees.
- The Deputy Director will act as the staff liaison for this committee, having no vote, but providing guidance and resources.
- At no time should the Board membership on this committee exceed 50% of overall membership (Board quorum).
- When deliberations are being made for Board appointments, a diverse complement will always be the goal. This includes voice, region, or sector represented.
Qualifications
Whenever possible, members of the Audit Committee shall possess financial expertise. All of the members of the Audit & Finance Committee shall be financially literate or acquire such financial literacy within a reasonable period. Financial literacy is defined as having the ability to read and understand financial statements.
Resources and Budget
This committee has access to funds which are defined in the Board approved annual budget. All financial management will be conducted for the Committee by the Director of Operations. Should a need arise, the Committee Chair may provide a request for staff support through the staff liaison to the Committee. The Committee Chair may present said requests forward to the Board if the need surpasses availability funds or budget lines.
Expectations & Timelines
Each committee member plays an important role in helping the group fulfill its purpose and support the broader goals of the organization. Members are asked to:
- Contribute their knowledge, experience, and unique perspective to the committee’s work.
- Collaborate with fellow members to help achieve the committee’s mandate as set by the Board.
- Participate actively in meetings where quorum is present and contribute thoughtfully to discussions and decisions.
- Work within the mandate of the Committee and reach out to the Executive Director or Board President if clarification is ever needed.
- Review the meeting agenda package prior to each meeting, and come prepared to engage in meaningful conversation and decision-making. Agendas will be shared at least five business days in advance.
- Make every effort to attend scheduled meetings, and notify the Chair in advance if unable to attend, to help manage quorum and rescheduling needs.
- Follow through on action items by agreed-upon deadlines to support the committee’s momentum and respect everyone’s time.
- Foster a respectful and inclusive environment for all members, and follow the OLA Code of Conduct (G2.2 Code of Conduct Policy and Procedures)
- Support the collective decisions of the committee, even if individual viewpoints might differ.
Committee members can expect to meet virtually (via Zoom) every other month, for a total of approximately 5-6 times a year. Meeting dates and times will be influenced by staff availability and the OLA calendar of events. Occasionally, sub-committees will be formed to focus on specific projects or tasks. Meetings will be called as required by the Committee Chair or by a majority of the members of the Committee, and arranged by the staff liaison. As a Committee of the Board, the President may also call a committee meeting to address pressing business to the Board. Additionally, the Committee Chair (and possible other members) will be expected to make at least an annual report to the Board, more as required.
Type of Committee
☒ Standing Committee (responsible for a specific program or function)
☐ Task Forces (time-limited tasks on a specific topic)
☐ Action Groups (development of a limited program or activity)
Term of Appointment
The Term of Appointment begins when the committee is formed; and re-appointment of members occurs at the January Board Meeting for any Board appointees. Members should sit for a term of two years, with the possibility of extending for up to two more years if needed, as approved by the OLA Board. Where possible, the Board will strive to stagger terms for continuity.
Updated: May 2025
