Interim amendments to Terms of Reference of the Audit and Risk Committee
This paper is to ask the Board to approve interim amendments to the Audit and Risk Committee’s Terms of Reference to reflect a change in committee membership.
For approval
Kirsty-Louise Campbell, Chief Officer Governance, Performance, and Engagement
Jennifer McWhirter Clerk to the Board, Jenny Faichney CLT & Board Support Unit Manger
12 June 2024
1. Introduction
1.1. This paper is to ask the Agency Board to approve interim amendments to the Audit & Risk Committee’s Terms of Reference (ToR) to reflect a change in committee membership. These changes were approved by the Audit & Risk Committee (ARC) at its meeting on 11 June 2024.
2. Overview
2.1. At its meeting on 27 February 2024, the Agency Board agreed (under item 9 “SEPA and Board Governance”) the new membership of the ARC and minor changes to the ToR to reflect the membership increasing to five (from four) non-executive members of the Agency Board (including the committee chair) and to increase the Quorum of the Committee to three (from two).
2.2. Following the resignation of Board and Committee member Julie Hutchison at the end of March 2024, the Board is now asked to agree to the membership returning to four non-executive members of the Agency Board (including the committee chair) (paragraph 3.1 in the ToR). Paragraph 6.1 is also to be amended to reduce the Quorum of the Committee to two.
2.3. The proposed membership of the ARC is as follows:
- Nicola Gordon (Chair)
- Carol Evans
- Harpreet Kohli
- Lindsay MacDonald.
2.4. A full review of the ARC ToR will be carried out for approval at the Board meeting on 24 September 2024, ensuring the committee has the opportunity to discuss and approve this in advance.
3. Recommendations
3.1. The Board is asked to approve these interim arrangements to ensure ARC remains quorate.