54OUR CORPORATE GOVERNANCEto the operations of the <strong>University</strong>; and these are also reflected in the<strong>University</strong>’s Value of Openness. The <strong>University</strong>’s Leading Towards ZeroTolerance program rolled out in 2012 covered the requirements of our Codeof Conduct and staff obligations under the Act.DELEGATIONS OF AUTHORITYThe <strong>University</strong>’s Schedule of Authorities and Financial DelegationsPolicy and attached schedules document the authorities within the<strong>University</strong> to exercise powers and carry out certain actions for whichstaff and officers of the <strong>University</strong> are accountable. Delegation ofauthority and powers is accompanied by appropriate internal controlstructures and systems to enable effi cient but controlled operation ofthe business. The Schedule and Policy are updated as required andreviewed in accordance with the <strong>University</strong>’s policy review schedule.AUDIT AND RISK MANAGEMENTAUDIT COMMITTEEThe <strong>University</strong> Council has an established Audit, Compliance andRisk Committee to assist the Council to discharge its responsibilitiesprescribed in the Financial Accountability Act 2009, the Financialand Performance Management Standard 2009 and other relevantlegislation and prescribed requirements.The purpose of the Audit, Compliance and Risk Committee is to assistthe Council to fulfil its oversight responsibilities regarding:• the <strong>University</strong>’s frameworks for performance management, riskmanagement and internal control• the performance of the internal audit and external audit functions• the integrity of the <strong>University</strong>’s fi nancial reporting processes• ensuring a healthy and safe workplace• the application of good corporate governance principles• ensuring strong compliance with legislative requirements.The Committee is responsible for reviewing, discussing and promptlyreporting, as appropriate, to the Council in relation to the above areas.Meeting attendance in 2012 was as follows:TABLE 18: AUDIT, COMPLIANCE AND RISK COMMITTEE 2012MemberNumber ofmeetings attendedTotal possiblemeetingsMs Sandra Collins (Chair) 6 6Mr Charles Ware 5 6Ms Narelle Pearse 4 6Mr Graham Carpenter 2 2Ms Marni McGrath 4 6Representatives of the <strong>University</strong>’s senior management regularly attendCommittee meetings to provide members with necessary reports andbriefings. Representatives include the Vice-Chancellor and President;the Deputy Vice-Chancellor (Academic and Research); the DeputyVice-Chancellor (International and Services) and Chief Executive Officer,C Management Services Pty Ltd; the <strong>University</strong> Secretary; the ChiefFinancial Officer and CFO, C Management Services Pty Ltd; the DirectorCorporate Strategy and Planning Directorate; and the Associate DirectorAudit and Advisory Directorate. A standing invitation has been extendedto the <strong>University</strong>’s external auditors to discuss any matters with theCommittee regarding its auditing of the <strong>University</strong>’s financial statements.During 2012 the Committee operated within the framework establishedby its Terms of Reference with due regard to the Audit CommitteeGuidelines issued by <strong>Queensland</strong> Treasury.The Committee undertook annual self-evaluation and reporting to theCouncil. To ensure a comprehensive evaluation was undertaken, theCommittee survey instrument was aligned with the Committee’s Termsof Reference and was informed by better practice guidance published bythe <strong>Queensland</strong> Audit Office.In addition, the Committee concentrated on further embedding strongcommittee practice, which had been identified and implemented in recentyears. The Committee continued to focus on high priority areas withconsiderable success; received presentations on key strategic risks ateach meeting; continued to focus on the resolution of outstanding auditrecommendations; and undertook private sessions with the external auditand internal audit functions.INTERNAL AUDIT FUNCTIONOrganisationally, the Audit and Advisory Directorate forms part of theCorporate Governance Division, reporting to the <strong>University</strong> Secretaryfor administrative purposes, and to the Audit, Compliance and RiskCommittee for functional purposes.Audit and Advisory operates within a Charter approved by the Audit,Compliance and Risk Committee, which is consistent with the Definition ofInternal Auditing, the Code of Ethics, and the International Standards forthe Professional Practice of Internal Auditing as issued by the Institute ofInternal Auditors. The Directorate operates independently of the structuresand systems within the <strong>University</strong> to provide meaningful assurance. Thepurpose of the Audit and Advisory Directorate is to assist the Council; theAudit, Compliance and Risk Committee; and <strong>University</strong> management andstaff in the effective discharge of their responsibilities. This is achievedthrough the provision of independent advice and assurance underpinnedby a process of systematic, professional and independent audits, whichmeasure and evaluate the efficiency, effectiveness, economy andcompliance of controls and systems in place.Planning, monitoring, reporting, and review processes exist to ensurethe effective, efficient and economic operation of the Audit and AdvisoryDirectorate. The <strong>University</strong> Secretary receives regular reports asdoes the Audit, Compliance and Risk Committee. In addition, ongoingmonitoring and regular reviews of audit operations are undertaken.The work of the Audit and Advisory Directorate is guided by itsmulti-year strategy (which outlines objectives and strategies for theDirectorate for a fi ve-year period) and its annual work plan (whichoperationalizes the multi-year strategy for a one-year period). In
<strong>CQ<strong>University</strong></strong> ANNUAL REPORT 201255developing the respective plans a risk assessment is undertaken toprovide a means for rational deployment of limited resources to assureaudit coverage of the areas identifi ed as representing the greatestcurrent risk, while at the same time assuring broad coverage of thebusiness operations of the <strong>University</strong> over time. Audit and Advisorystaff use their combined experience and judgment, along with inputfrom the <strong>University</strong>’s executive management, senior managementand external auditors to assess the overall level of risk for an area. Anumber of risk factors are considered as part of the risk assessmentprocess. Each plan is reviewed by the Audit, Compliance and RiskCommittee at its fi nal meeting of the year and recommended to theCouncil for approval.Audit and Advisory staff issued 14 audit reports on fi nancial,compliance, operational and information technology matters during2012. Significant review reports issued during 2012 related to strategicasset management, mobile phone usage, timesheet management,compliance with the Education Services for Overseas Students (ESOS)Act, and contract management.Audit and Advisory also has responsibility for supporting the Audit,Compliance and Risk Committee and for liaising with the <strong>University</strong>’sexternal auditors to ensure a properly coordinated overall audit effort.An annual report is provided to the Committee on the performanceof Audit and Advisory. In supporting the operations of the Audit,Compliance and Risk Committee, the Directorate has had due regard to<strong>Queensland</strong> Treasury’s Audit Committee Guidelines.RISK MANAGEMENT FUNCTIONThe function of risk management at <strong>CQ<strong>University</strong></strong> is to manage risk inaccordance with the process set out in the Australian/New ZealandJoint Standard on Risk Management (AS/NZS ISO 31000:2009)to benefit the <strong>University</strong> and manage the cost of risk by focusingon strategies to minimise risks to <strong>University</strong> goals and objectives.The <strong>University</strong> has an integrated Risk Management and PlanningFramework where strategic, corporate and operational risks are linkedto the relevant plans. The Audit, Compliance and Risk Committee ofCouncil has oversight of all enterprise risks which are reviewed againsttheir mitigation strategies within the relevant plan. Any signifi cantoperational or fi nancial risks are dealt with at the senior executivelevel of the <strong>University</strong> as well as the Committee. Risks are monitoredthrough systematic reviews and within plans in the <strong>University</strong>.Strategic risks are reported to each Council meeting.ENTITIES CONTROLLED BYTHE UNIVERSITYThe <strong>University</strong> has formed a number of entities that serve tofurther the functions of the <strong>University</strong> in accordance with the<strong>Central</strong> <strong>Queensland</strong> <strong>University</strong> Act 1998. The <strong>University</strong> Councilmonitors the performance of these entities through its Planningand Resources Committee. The Committee receives quarterlyfinancial statements, an annual report on progress and an annualbusiness plan. Each of the following controlled entities preparesa set of financial statements for audit by the <strong>Queensland</strong> AuditOffice. Once certified, the financial information is combined withthat of the <strong>University</strong> to produce a consolidated financial position(refer to annual financial statements in Volume 2).AUSTRALIAN INTERNATIONAL CAMPUSESTRUST AND AUSTRALIAN INTERNATIONALCAMPUSES PTY LTDThe Australian International Campuses Trust is a unit trust and wasestablished to hold the shares of C Management Services Pty Ltd onbehalf of <strong>CQ<strong>University</strong></strong>. The Australian International Campuses PtyLtd is the trustee for the trust and <strong>CQ<strong>University</strong></strong> is the sole beneficiaryof the trust and holds all units on issue. The Australian InternationalCampuses Pty Ltd Board comprises the following members:CHAIRMs Sandra Collins, BEng(Mining) Qld, MBusAdmin PennsylvaniaBOARD MEMBERSMr Graham Carpenter, GradDipMgt CIAE, MBusAdmin CQU, FICAA, FAICDCOMPANY SECRETARYMs Jenny Roberts, BBusAdmin CQU, GAICDCQU INSTITUTE OF HIGHER LEARNING PTE LTDOn 9 March 2012, <strong>CQ<strong>University</strong></strong> incorporated a new company inSingapore for the purpose of ensuring that the <strong>University</strong> has controlover its transnational education strategy, intellectual property andbrand. The CQU Institute of Higher Education Pte Ltd Board comprisesthe following members:CHAIRProfessor Scott Bowman TDCR, DCR, HDCR CollRadiog, FAETCCity&Guilds, MA GuildHall, MBA USC, PhD OpenUKOUR CORPORATE GOVERNANCEBOARD MEMBERSProfessor Graham Pegg, BSc (Hons), PhD, C.Chem JCUMr David Turner CA, BComm QldMr Patrick LokeMr Cheng Sim KokCOMPANY SECRETARYMrs Jeannete Aruldoss