Authority

The University of Texas System (UT System) Policy UTS129, Internal Audit Activities, authorizes the establishment of an institutional audit committee. Appendix A, System-wide Internal Audit Charter, states "Each component institution will organize and maintain an institutional audit committee."

Role

The University of Texas Health Science Center at San Antonio (UTHSCSA) Audit Committee is an essential part of the risk management and internal control infrastructure of the institution and of the UT System. Its primary responsibilities are to assist the President in the:

• Oversight and direction of the internal auditing activity,
• Oversight of the processes to manage business and financial risks,
• Reporting of risk management and audit activity to the UT System, including the Audit, Compliance, and Management Review (ACMR) Committee of the Board of Regents,
• Oversight of institutional engagements that may be performed by UT System or any external public accounting firms hired by UT System, and
• Awareness of and responsibility for UTHSCSA issues that may arise from any UT System financial audit.

Membership

The President shall appoint the members of the Audit Committee, which will include:

• The President, Senior Executive Vice President/Chief Operating Officer, Executive Vice President for Business Affairs/Chief Financial Officer, other appropriate members of senior management, and
• At least one member from outside the institution.

The Chairman is the President or the President’s designee.

Non-voting members of the committee who serve as resources to assist the committee in carrying out its responsibilities shall include:

• Director of Internal Audit (Chief Audit Executive)
• Assistant Vice President for Institutional Compliance
• Director of UT System Audit or his/her designee
• Representative of the UT System Office of Health Affairs

Education

The Office of Internal Audit, the UT System Audit Office, and the UT System Controller’s Office are responsible for providing the Audit Committee members with educational resources related to accounting principles and procedures, business and financial risk management, internal auditing standards and best practices, and other information necessary to discharge their responsibilities.

Meetings

The Audit Committee should meet periodically (at least quarterly) as determined by necessity and at the request of the President. The meetings should provide for direct communication between the members and the Director of Internal Audit. Evidence of the discussions and the actions taken by the committee should be reflected in recorded minutes of the meetings. A majority of members constitutes a quorum and attendance should be recorded in the minutes.

Responsibilities

The Audit Committee’s specific responsibilities in carrying out its oversight and reporting roles are delineated in the Audit Committee Responsibilities Checklist. The responsibilities checklist will be updated annually by the Audit Committee to reflect changes in regulatory requirements, authoritative guidance, UT System guidance, and best practices in business and financial risk management. As the compendium of Audit Committee responsibilities, the most recently updated responsibilities checklist will be considered an addendum to this charter.

Approved by President Francisco Cigarroa, M.D.,
and the UTHSCSA Audit/Compliance Committee
October 15, 2004.