Audit, Risk, Finance & Insurance Committee

I. Purpose

The purposes of the Audit, Risk, Finance & Insurance Committee (the “Committee”) are as follows:

1. To assist the Board of Directors (the “Board”) of RECO in meeting its fiduciary and governance responsibilities with respect to financial oversight, sustainability planning and enterprise risk management.
2. To assist the Board in fulfilling its governance responsibilities with respect to financial planning, funding and revenue strategies, approval of budgets, financial monitoring and financial policies.
3. To monitor the professional liability insurance program administered by RECO and moneys held by RECO in the Insurance Administration Fund, the Premium Fund and the Program Stability Fund.

II. Chair, Vice-Chair and Membership

1. The Committee shall consist of the Chair of the Board ex officio, the Vice-Chair of the Board ex officio, as many as seven additional members of the Board, and such non-Board members as the Board may appoint. The majority of members of the Committee (excluding the Board Chair and Vice-Chair ex officio for the purpose of calculating the majority) shall be members of the Board.
2. The Board shall appoint a Committee chair and vice-chair from among the members of the Board appointed to the Committee, provided that the Board Chair and the Board Vice-Chair shall not serve as the chair or vice-chair of the Committee.

Chair
Tim Lee

Vice-Chair
Vacant

Members
Brent King
John Lusink
Ministerial Appointee #2
Lynda Bowles (non-director)
John O’Sullivan (ex-officio)
Katie Steinfeld (ex-officio)

III. Duties, Functions & Responsibilities

The Committee shall perform the following duties, functions and responsibilities on behalf of the Board:

1. In connection with the annual audit of RECO’s financial statements:
   1. To liaise with the auditor prior to the audit, and to meet with the auditor at the conclusion of the audit to review the audit findings and, the draft financial statements and independent auditors’ report.
   2. To review the management representation letter, and, management discussions and analysis.
   3. Make recommendations to the Board related to the acceptance of the management discussion and analysis, and draft financial statements and independent auditors’ report.
   4. In consultation with management, to evaluate the performance of the auditors and to recommend the appointment of the auditors to the Board.
   5. At the request of the Board, to coordinate the tendering of the audit and to recommend selection of the auditor to the Board.
2. On behalf of the Board, to approve services to be provided by RECO’s auditors in addition to the annual audit of RECO’s financial statements.
3. On behalf of the Board, to approve aggregate limits for corporate credit cards.
4. On behalf of the Board, to approve processing fees charged for the acceptance by RECO of payments by credit card.
5. On behalf of the Board, to approve fees to be charged for the administration of the dormant trust fund account.
6. To monitor, review and make recommendations to the Board with respect to enterprise risk management, policy and practices.
7. To develop and recommend to the Board an annual operating budget, together with the three-year budget required under the Administrative Agreement with government, such that financial resources are allocated in a manner consistent with RECO’s strategic plan, annual business plan, sustainability planning and the related goals and objectives.
8. To monitor and provide information and recommendations to the Board on significant financial and planning issues, interim financial reports, adjustments to budgets, the status of investments and adherence to established financial policies.
9. To oversee the internal audit program on behalf of the Board, and to make recommendations to the Board with respect to RECO’s internal audit charter and internal audit plan.
10. To monitor the status of funding and make recommendations to the Board related to long-term funding and revenue strategies and requirements, including the establishment and use of reserves and/or restricted funds to ensure RECO’s financial sustainability.
11. To consider insurance program renewal strategies and recommend to the Board on an annual basis any changes to policy wording, coverage, contributions and rates.
12. To recommend to the Board the annual contribution amounts per registrant to be attributed to the Program Stability Fund and the Insurance Administration Fund, and to monitor the activities of the Program Stability Fund, the Insurance Administration Fund and the Premium Fund.
13. To ensure that the Board meets its compliance obligations, monitoring changes in those obligations and advising the Board on relevant changes in practice as necessary.
14. To oversee the administration of the following Board policies, and to perform the functions of the Committee as described in these policies:
    1. Policy on Business Continuity.
    2. Policy on Corporate Compliance.
    3. Policy on Director & Committee Remuneration.
    4. Policy on Director & Employee Expenses.
    5. Policy on Enterprise Risk & Innovation Management.
    6. Policy on Financial Reserves.
    7. Policy on Operations Planning & Budget.
    8. Statement of Investment Policy.
15. To review the Board-approved terms of reference and work plan for the Committee on not less than an annual basis, and to make recommendations for change to the Board as may be required.
16. To establish such sub-committees of the Committee as the Committee may deem advisable and to assign terms of reference for such sub-committees, provided that the Committee may not delegate to such sub-committees any decision-making authority otherwise vested in the Committee, it being understood that any such sub-committees are to be exclusively advisory to the Committee.
17. To perform such other duties and responsibilities as the Board may assign.