Terms of Reference
The Finance and Audit Committee shall assist the Club board in maintaining good financial record keeping, in implementing effective financial planning, and in achieving robust financial accountability, so that the Club remains solvent and in sound financial health. The Committee shall also assist the Club board in analysing and managing the Club’s overall risk profile, in aspects that have the potential to impact the long and short-term financial health of Bury AFC. The Finance and Audit Committee will make recommendations and assist the Board to fulfil its responsibilities for ensuring that they comply with relevant legislation and regulations and acts in accordance with the Club’s constitution, policies and values.
- To review and advise the Club Board of any matter that they consider threatens or carries a serious risk to the Club and of any actions necessary to mitigate such risk.
- To review the risk profile of the Club, review risk management policies and procedures ahead of Board approval, and monitor the Board’s compilation and implementation of the risk register and resulting action plans.
- To review the effectiveness of the Board’s risk management activity in the Club on the basis of actions taken in response to audit reports received and any reports from external or internal reviews undertaken.
- To review the design of the system of internal controls and provide assurance to the Board. Also, to review the results of any specific auditing exercises presented by the Board, and the adequacy of their response to findings, and to propose areas for auditing exercises
- To review the terms of reference and scope of the external auditor, oversee the appointment including scrutiny of the audit budget and auditors’ fee, and monitor the performance of the external auditor.
- To ensure the Board has sought specialist input on complex legal, tax, accounting or other such matters where erroneous interpretations (either well intentioned or otherwise) could lead to a significant negative impact to the Club.
- To ensure that the Board is fully compliant with requirements on managing conflicts of interest.
- To review the Club’s annual Budget assumptions, guidelines and financial processes.
- To review actual capital expenditure compared to the Club’s annual capital expenditure budget, to be consulted before the approval of any major capital projects, and to receive regular reports from the Club Treasurer/Finance Director on progress with any major (i.e. over £25,000) capital projects.
- To receive the Club’s most recent management accounts and accompanying management report in a timely manner, discuss any variances to budget and propose any actions necessary to improve the Club’s financial performance.
- To monitor the Board’s management of external suppliers, from the tender process stage to contract performance management.
- To make other decisions or recommendations of a financial nature as delegated by the Board from time to time.
- To ensure that the Club Board operates in line with its Terms of Reference, and does not undertake any activities/decisions outside of its Responsibility and Authority as set out within that document. Specifically, that the Club Board does not, without approval of the Shakers Community board:
- commit to any capital expenditure
- commit to any costs or contracts with a value of £3000 in one year or in aggregate over multiple years
- commit to any contracts for longer than one year or season (whichever is the longer)
- contract players on guaranteed payment terms or where their earnings are likely to exceed £120 gross per performance
Responsibility and Authority
The Finance and Audit Committee will be a sub-committee of the Shakers Community board. The terms of reference of the Finance and Audit Committee are to be approved by the Shakers Community board on an annual basis.
The Committee shall endeavour to promote a culture of accountability and transparency throughout the Club’s operations and among its staff and officers.
The Committee has the authority to call any investigation considered necessary and to call any individual or document relevant to any such investigation in order to meet the objectives and remit detailed above.
The Committee shall appoint one of its number as the Chair of the Finance and Audit Committee.
The Committee shall appoint one of its number as the Secretary of the Finance and Audit Committee.
The quorum shall be at least three, one of whom must be the Secretary of Finance and Audit Committee or the Chair of the Finance and Audit Committee. Should the Chair be absent for a meeting, the Committee will nominate one of their number to act as Chair for that meeting. Should the Secretary be absent, the Committee will nominate one of their number to act as Secretary for that meeting.
Members of the Committee have the right to ask those ‘in attendance’ to leave, especially during presentations by, or discussions with, the external auditors
- Secretary of Finance and Audit Committee
- Club Treasurer/Finance Director
- At least two other members (appointed by the Chair of the Finance and Audit Committee)
- The Chair of the Finance and Audit Committee is responsible for appointing members of the Finance and Audit Committee.
- One term of office shall be no longer than 3 years. An individual can serve a maximum of two terms.
- Each member of the Committee will have an annual appraisal with the Chair of the Committee. The Chair will have an annual appraisal with the Chair of the CBS.
- All members of the Committee must remain members of the Shakers Community throughout their term of office.
- Members appointed by the Chair are expected to attend meetings in at least three of the four quarters.
- Any individual applying to join the Finance and Audit Committee must have completed and submitted a copy of the Bury AFC Declaration of Interests Form ahead of being appointed to the Committee. This must be resubmitted should their circumstances change, or on an annual basis at a minimum.
- All Committee members are bound by the requirements of the Shakers Community Board Member Conduct Policy. Any breach of the Policy will be dealt with in line with the process set out within that policy.
- Head of Operations
- Finance Manager
- Any financial resources necessary to achieve the Committee’s objective.
- Any management resources necessary to achieve the Committee’s objective.
- Appointment of other professional advisors as required to perform its role effectively.
- Club Treasurer/Head of Operations to draft papers and reports for the Committee and to develop the agenda for Board meetings in conjunction with the Secretary of Finance and Audit Committee , General Manager and Club Secretary. Papers are to be circulated to the Committee a minimum of three days in advance of scheduled meetings.
- Minutes of meetings of the Board are to be provided to the Committee once available, subject to the removal of any material considered highly confidential
Regularity of Meetings
A minimum of three meetings per annum and preferably with the following schedule of meetings:
Q1 – last Thursday in November – 1st Quarter review
Q2 – last Thursday in February – Budget meeting
Q3 – last Thursday in May – Remuneration/Community
Q4 – last Thursday in August – Audit discussion
Unless otherwise specified, the ‘Board’ refers to both Boards (i.e. of the CBS and the Club)