CAIRNGORMS NATION­AL PARK AUTHORITY

Paper 3 Annex 2 29^th March 2019

TERMS OF REFERENCE

CNPA AUDIT AND RISK COMMITTEE

Mem­ber­ship: 6 (quor­um 4)

Mem­bers: As set from time to time by Board

Staff in Attendance:

• Chief Exec­ut­ive (Account­able Officer) – non-voting
• Cor­por­ate Ser­vices Dir­ect­or – non-voting
• Fin­ance Man­ager – non-voting

Extern­al Attend­ance: To include extern­al aud­it­or and intern­al aud­it­or as required. These rep­res­ent­at­ives also have the right to free and con­fid­en­tial access to the Chair and Vice Chair of the Committee.

Remit:

a) To agree appoint­ment of an intern­al aud­it­or; b) To over­see and mon­it­or the devel­op­ment of the CNPA’s intern­al audit plan (in accord­ance with the Scot­tish Pub­lic Fin­ance Manu­al); c) To receive and con­sider reports by the intern­al aud­it­or; review the adequacy of man­age­ment responses to issues iden­ti­fied by audit activ­ity, and to review arrange­ments for mon­it­or­ing imple­ment­a­tion of agreed recom­mend­a­tions; d) To mon­it­or the adequacy of the CNPA’s intern­al con­trol sys­tems; e) To con­sider the appoint­ment and annu­al fees of extern­al aud­it­ors, review the planned activ­ity of the Authority’s extern­al aud­it­ors and to con­sider reports by the extern­al aud­it­or on the CNPA’s annu­al accounts and oth­er mat­ters; f) To over­see the CNPA’s arrange­ments for ensur­ing use of resources eco­nom­ic­ally, effi­ciently and effect­ively (as required by s.19 of the Nation­al Parks (Scot­land) Act 2000), and arrange­ments to com­ply with guid­ance on deliv­ery of Best Value; g) To over­see the CNPA’s risk man­age­ment and cor­por­ate gov­ernance arrange­ments; h) To provide advice to the Account­able Officer on com­ple­tion of the Gov­ernance State­ment, and to con­sider any wider issues arising on the Authority’s final accounts pri­or to their being signed by the Account­able Officer; i) To review major find­ings of oth­er rel­ev­ant audit reports or Par­lia­ment­ary Com­mit­tee find­ings, inso­far as they affect the over­all per­form­ance of the Author­ity; and j) To review the CNPA’s work on imple­ment­ing the Authority’s Organ­isa­tion­al Green­ing plans and the pro­gress of work address­ing cli­mate change issues agreed with­in the Park Plan. k) To dis­cuss the robust­ness of intern­al con­trol arrange­ments and management’s approach to audit and con­trol with the intern­al and extern­al aud­it­ors annu­ally in the absence of seni­or man­age­ment, ensur­ing a record is kept of these dis­cus­sions and any fol­low-up dis­cus­sion is held between the Com­mit­tee and management.

Com­mit­tee Life: Per­man­ent, with a full review of mem­ber­ship by the full Board every three years. Inter­im appoint­ments of mem­bers may be made by the Board to fill vacan­cies for the remainder of a three-year cycle. Chair and Vice Chair elec­ted by the Com­mit­tee mem­bers for the remain­ing term of the Com­mit­tee with­in its three-year cycle. Board and Com­mit­tee may review the remit each year, with any required changes to be approved by the full Board.

CNPA STAFF­ING AND RECRUIT­MENT COMMITTEE

Mem­ber­ship: 6 (quor­um 4)

Mem­bers: As set from time to time by Board

Staff in Attendance:

• Chief Exec­ut­ive (Account­able Officer) – non-voting
• Cor­por­ate Ser­vices Dir­ect­or – non-voting
• Head of Organ­isa­tion­al Devel­op­ment – non-voting

Extern­al Attend­ance: For appoint­ment of the Chief Exec­ut­ive, the Com­mit­tee should include an agreed rep­res­ent­at­ive of Scot­tish Gov­ern­ment (since the appoint­ment is sub­ject to approv­al by Scot­tish Ministers).

Remit:

a) To over­see and mon­it­or the HR (human resources) sys­tems put in place for the CNPA, includ­ing in par­tic­u­lar the pay and grad­ing sys­tem, per­form­ance apprais­al sys­tem and related per­form­ance-related pay sys­tem; b) To advise the Dir­ect­or of Cor­por­ate Ser­vices on behalf of the CNPA Board on nego­ti­ation of annu­al pay awards; c) To provide an inter­face between staff rep­res­ent­at­ive group(s) and the Board, and play a role in arbit­rat­ing on staff­ing issues as set out on the organisation’s policy and pro­ced­ures; and d) To over­see the recruit­ment of seni­or staff (Dir­ect­ors and Chief Exec­ut­ive) includ­ing agree­ing the job descrip­tions, adverts and salary; to take respons­ib­il­ity for inter­view­ing and select­ing the suc­cess­ful can­did­ates, and seek­ing the endorse­ment of the whole CNPA Board and of Scot­tish Min­is­ters in the case of the Chief Executive’s appointment.

Com­mit­tee Life: Per­man­ent, with a full review of mem­ber­ship by the full Board every three years. Inter­im appoint­ments of mem­bers may be made by the Board to fill vacan­cies for the remainder of a three-year cycle. Chair and Vice Chair elec­ted by the Com­mit­tee mem­bers for the remain­ing term of the Com­mit­tee with­in its three-year cycle. Board and Com­mit­tee may review the remit each year, with any required changes to be approved by the full Board.

CNPA FIN­ANCE AND DELIV­ERY COMMITTEE

Mem­ber­ship: 6 (quor­um 4)

Mem­bers: As set from time to time by Board

Staff in Attendance:

• Chief Exec­ut­ive – non-voting
• Fin­ance Man­ager – non-voting
• Cor­por­ate Ser­vices Dir­ect­or – non-voting

Remit:

a) To over­see the pre­par­a­tion of annu­al budgets for the CNPA; b) To over­see the pre­par­a­tion of the cor­por­ate plan and seek approv­al of the whole CNPA Board pri­or to sub­mis­sion to Scot­tish Min­is­ters; c) To mon­it­or income and expendit­ure dur­ing the year against budget, seek­ing to ensure use of avail­able annu­al resources is max­im­ised; d) To take over­sight on behalf of the Board of deliv­ery against the Cor­por­ate and Oper­a­tion­al plans, includ­ing review of devel­op­ment, imple­ment­a­tion and report­ing of per­form­ance man­age­ment sys­tems; e) To review ini­tial design and planned out­comes of key pro­jects, ensur­ing pro­ject ini­ti­ation plans are appro­pri­ate to con­trib­ute to deliv­ery of the Authority’s cor­por­ate object­ives. In this regard, ​“key pro­jects” have regard to assess­ment of the risk of the pro­ject in terms of the Authority’s repu­ta­tion, level of risk around achieve­ment of planned deliv­ery out­comes, and the poten­tial longer-term, stra­tegic impacts arising from pro­ject deliv­ery; and f) To con­sider pro­ject imple­ment­a­tion reviews and to determ­ine what les­sons for improve­ment in pro­ject design and deliv­ery may be applied from find­ings of such reviews to future projects.

Com­mit­tee Life: Per­man­ent, with a full review of mem­ber­ship by the full Board every three years. Inter­im appoint­ments of mem­bers may be made by the Board to fill vacan­cies for the remainder of a three-year cycle. Chair and Vice Chair elec­ted by the Com­mit­tee mem­bers for the remain­ing term of the Com­mit­tee with­in its three-year cycle. Board and Com­mit­tee may review the remit each year, with any required changes to be approved by the full Board.