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The Audit, Compliance and Ethics Committee (“Committee”) will review and recommend policies to enhance the quality and effectiveness of the University’s financial reporting, internal control structure and compliance and ethics programs.

I. Scope

In carrying out its responsibilities, the Committee monitors and assesses the University’s financial reporting systems and controls, internal and external audit functions, and compliance and ethics programs.

II. Executive Liaison

The Chief Audit and Compliance Officer of the University or some other person(s) designated by the President of the University, with the concurrence of the Board Chair and the Committee Chair, shall be the executive liaison to the committee and responsible for transmitting committee recommendations.

III. Responsibilities

In addition to the overall responsibilities of the Committee described above and in carrying out its responsibilities, the charge of the Committee shall include:

1. Reviewing and making recommendations to the Board in the following matters:
   
   1. the University risk assessment, audit plan and compliance plan; and
   2. the appointment, compensation, and termination of the university’s external auditors.
2. Providing governance oversight regarding:
   
   1. development and monitoring a University code of conduct;
   2. effectiveness of the internal control framework;
   3. ensuring that the significant findings and recommendations are received, discussed and appropriately resolved;
   4. procedures for reporting misconduct without the fear of retaliation;
   5. university compliance with applicable laws, regulations, and policies that govern all aspects of University operations including but not limited to the following:
      
      1. Administrative compliance risks
      2. Healthcare compliance risks
      3. Research compliance risks
      4. Information security compliance risks
      5. Privacy compliance risks
   6. those additional matters customarily addressed by the audit, compliance and ethics committee of a governing board for an institution of higher education.
3. Reviewing periodic reports regarding:
   
   1. the independence, performance, resources and structure of the internal audit, compliance and ethics functions;
   2. audit reports and open audit issue status updates;
   3. management’s written responses to significant findings and recommendations by the auditors;
   4. the adequacy of the University’s information technology methodology with regards to security, internal controls and data integrity assurance;
   5. annual external audit reports, including audited financial statements, single audit and required procedures;
   6. the effectiveness of the compliance and ethics program ensuring it has appropriate standing and visibility across the system.

Approved by the Board of Curators:
4-09-20; 2-04-21; 2-3-22; 2-9-23; Amended 2-8-24.