The Committee shall consist of seven members all of whom are independent of management and the University. Four members will be selected from the University of Connecticut Board of Trustees and three members will be selected from the University of Connecticut Health Center Board of Directors. Members of the Committee shall be considered independent absent the acceptance of any consulting, advisory, or other compensatory fee from the University and are not affiliated persons of the University, its subsidiaries or management.
A majority of Committee members shall be “financially literate” and at least one member shall be a “financial expert.” Financial literacy is defined as being able to read and understand fundamental financial statements. Financial expert is defined as a person who has an understanding of generally accepted accounting principles and financial statements, experience applying such principles, experience preparing or auditing financial statements, experience with internal controls, and an understanding of audit committee functions.

Assure that management is setting the appropriate tone in communicating the importance of internal control, confirming that all individuals have an understanding of their roles and responsibilities, and verifying that appropriate systems are implemented to promote appropriate compliance with internal control procedures.

Evaluate the extent to which internal and external auditors review computer systems and applications, the security of such systems and applications, and the contingency plan for processing critical business information in the event of a system’s disruption or failure.

Determine whether internal control recommendations made by internal and external auditors have been implemented by management.

Ensure that personnel of the Offices of Audit and Management Advisory Services and University Compliance provide timely information to the Committee regarding fraud, illegal acts, deficiencies in internal control, and other audit and compliance matters.

Review significant accounting and reporting issues, including recent professional and regulatory pronouncements, and understand their impact on the University’s financial statements.

Review significant financial reporting risks and exposures and management’s plans to minimize such risks.

Assess the completeness of the annual financial statements and the consistency of the information presented therein with information known to Committee members, and assess whether the financial statements reflect appropriate accounting principles.

Review the annual report before its release and consider whether the information is adequate and consistent with members’ knowledge about the University and its operations.

Review the effectiveness of the system for monitoring compliance with laws and regulations and the results of management’s investigation and follow-up (including disclosure, repayment and disciplinary actions) on any fraudulent acts or other irregularities.

Periodically obtain updates from management and the University’s counsel, regarding compliance issues and the overall compliance programs at the University.

Ascertain that all regulatory compliance matters have been considered in the preparation of the financial statements and other required reports.

Review the findings of any significant compliance or audit examinations by regulatory or other outside agencies and the related organizational response.