DRAFT MINUTES OF THE AUDIT AND RISK COM­MIT­TEE MEET­ING of THE CAIRNGORMS NATION­AL PARK AUTHORITY

held via Lifes­ize Video Con­fer­en­cing on 13^th August 2021 at 1pm

PRESENT

• Judith Webb (Chair)
• John Lath­am
• Elean­or Mackintosh
• Fiona McLean
• Gaen­er Rodger

In Attend­ance:

• Dav­id Camer­on, Dir­ect­or of Cor­por­ate Ser­vices, CNPA
• Chris Brown, Azets
• Vicky Walk­er, Gov­ernance and Report­ing Man­ager, CNPA

Apo­lo­gies:

• John Kirk
• Grant Moir, CEO, CNPA
• John Boyd, Grant Thornton
• Danie Ral­ph, Fin­ance Man­ager, CNPA

1. Wel­come and Apologies

The Chair wel­comed every­one to the meet­ing and gave spe­cial wel­come to new members.

2. Minutes of Last Meet­ing – Approval

The draft Minutes of the meet­ings on 20 April 2021 were approved with no amendments.

3. Action points arising from pre­vi­ous meeting:

a) At Para 3b) Closed — Review Risk Rat­ing for Cyber Secur­ity went to the Board in June as part of Risk Register Update.

b) At Para 3c) In Hand — Com­mit­tee to ask Con­vener to find board time to address risk appet­ite of Board as a whole. This has been raised at the Gov­ernance group and will likely go to June board. Will pick up in more detail later in the agenda.

c) At Para 3^d) Closed — Com­mit­tee recog­nised risk man­age­ment implic­a­tions in rela­tion to Her­it­age Hori­zon bid and expect to see risk register at future Audit and Risk meetings.

d) At Para 16i) and ii) Closed – Dir­ect­or of Cor­por­ate Ser­vices amended the Draft Gov­ernance Respons­ib­il­ity State­ment in advance of the paper being brought before the Board at their form­al meet­ing on 28^th May 2021.

4. Declar­a­tion of Interests

There were no interests declared.

5. Elec­tion of Com­mit­tee Vice-Chair (Oral)

Dav­id Camer­on, Dir­ect­or of Cor­por­ate Ser­vices, invited nom­in­a­tions to the pos­i­tion of Audit & Risk Com­mit­tee Vice-Chair.

6. Fiona McLean was nom­in­ated by Judith Webb and this was seconded by Gaen­er Rodger.

7. There were no oth­er nom­in­a­tions. Fiona McLean was elec­ted as Audit & Risk Com­mit­tee Vice-Chair with imme­di­ate effect, for a peri­od of 3 years.

8. Chair gave thanks to Gaen­er for her work as vice chair and to out­go­ing mem­bers; Peter Argyle, Pippa Had­ley and Janet Hunter for pre­vi­ous ser­vice to the Audit and Risk Committee.

8. Terms of Ref­er­ence (Paper 1)

Dav­id Camer­on, Dir­ect­or of Cor­por­ate Ser­vices intro­duced the paper which presents the Terms of Ref­er­ence for all Com­mit­tees of the Board. He high­lighted the inten­tion to review these terms of ref­er­ence after 12 months and feed­back to the Gov­ernance group any issues arising from today’s discussion.

9. The Audit and Risk Com­mit­tee dis­cussed the paper and made the fol­low­ing com­ments and observations:

a) A mem­ber asked for cla­ri­fic­a­tion on the annu­al com­mit­tee self-eval­u­ation and where it is included in the terms of ref­er­ence. The Dir­ect­or of Cor­por­ate Ser­vices con­firmed all com­mit­tees would report annu­ally to the Board and this annu­al report would include self-eval­u­ation of the committee’s effect­ive­ness and any points for improve­ment. This is included under point 4 on page 10 as gen­er­ic terms of reference.

b) Chris Brown, Azets high­lighted that Com­mit­tee mem­ber­ship and quor­um is high com­pared to oth­er organ­isa­tions and the com­mit­tee may wish to give future con­sid­er­a­tion to this. He also high­lighted ref­er­ence to fre­quency of meet­ings could be included.

10. The Audit and Risk Committee:

a) Con­sidered the terms of ref­er­ence for the Audit & Risk Com­mit­tee and dis­cussed the work of the Com­mit­tee for the year ahead.

b) Agreed what the Com­mit­tee might find use­ful to aid them.

11. Action Points Arising:

i. Dir­ect­or of Cor­por­ate Ser­vices to review incor­por­a­tion of gen­er­ic terms of ref­er­ence for each com­mit­tee in each indi­vidu­al committees

ii. Dir­ect­or of Cor­por­ate Ser­vices com­mit­ted to review quor­um, mem­ber­ship and fre­quency of meet­ings as part of the annu­al Audit and Risk Com­mit­tee review.

12. Sched­ule of Busi­ness for the Year Ahead (Oral)

The Dir­ect­or of Cor­por­ate Ser­vices intro­duced this item which provides an over­view of busi­ness for the Audit and Risk Com­mit­tee over an annu­al cycle. This includes stand­ing items such as; Cor­por­ate Risk Register and risk man­age­ment, over­view of com­plaints, free­dom of inform­a­tion and sub­ject access requests for review. Intern­al audit reports will be presen­ted to the com­mit­tee through­out the year and these are spe­cif­ic to the busi­ness they have reviewed.

13. The Audit and Risk Com­mit­tee has sched­uled the review of annu­al accounts with extern­al aud­it­ors at the meet­ing of 10^th Septem­ber 2021. Future items also include over­sight of the risk man­age­ment of impacts asso­ci­ated with the Her­it­age Hori­zons pro­ject, review of the gov­ernance state­ment and ongo­ing work against intern­al audit actions. The fol­low­ing cycle of meet­ings will be an update of deliv­ery against intern­al audit plan and any com­pleted intern­al audit reports.

14. It is inten­ded a pre-com­mit­tee meet­ing with Chair will agree items of busi­ness and mem­bers can raise any items with chair for inclusion.

15. Full Audit and Risk Com­mit­tee are sched­uled to meet with aud­it­ors without officers present once a year to be assured of organ­isa­tion­al governance.

16. It is inten­ded to provide train­ing for Audit and Risk Com­mit­tee mem­bers on risk man­age­ment, risk appet­ite, assur­ance map­ping over the com­ing year.

17. The Audit and Risk Com­mit­tee dis­cussed the update and made the fol­low­ing com­ments and observations:

a) A mem­ber quer­ied how the cross over with the Resources com­mit­tee would be man­aged when con­sid­er­ing annu­al account pro­cesses. The Dir­ect­or of Cor­por­ate Ser­vices con­firmed the Resources Com­mit­tee provides a focus on budget devel­op­ment, budget mon­it­or­ing and man­age­ment account­ing, where­as the Audit and Risk Com­mit­tee reviews the gov­ernance pro­cesses asso­ci­ated with account­ing, clos­ure of accounts and annu­al report cycle in pres­ence of extern­al aud­it­ors. All com­mit­tees are open to any Board mem­bers to attend and mem­bers of Resources could attend audit and risk com­mit­tee for dis­cus­sions in rela­tion to the annu­al accounts.

b) The Intern­al aud­it­or con­firmed that there is over­lap between the Resources and Audit and Risk Com­mit­tees and con­firmed Resources Com­mit­tee is respons­ible for mon­it­or­ing spend against budget and ensur­ing annu­al accounts are con­sist­ent with work over course of the year. The Audit and Risk Com­mit­tee over­sees the whole pro­cess to pro­duce the fin­an­cial state­ment. Oth­er organ­isa­tions address this over­lap by hav­ing a joint audit and risk and resources com­mit­tee meet­ing to con­firm annu­al accounts.

c) A mem­ber com­men­ted that train­ing would be help­ful for mem­bers and in par­tic­u­lar the assur­ance map­ping. Links to Scot­tish Gov­ern­ment hand­book and require­ments would be included along­side a ref­er­ence to how this applies to CNPA and the spe­cif­ic role of the Audit and Risk Com­mit­tee. This may require ded­ic­ated time out­side of usu­al board and com­mit­tee meetings.

d) Mem­bers encour­aged to sug­gest items for the com­mit­tee as they arise in between meetings.

18. Action Point arising:

i. Dir­ect­or of Cor­por­ate Ser­vices to provide Com­mit­tee with an over­sight of work for the com­mit­tee over the next 12 months and to include a timetable of indic­at­ive intern­al audit reports. Mem­bers to have oppor­tun­ity to input into the intern­al audit plan.

19. AOCB

There were no items raised.

20. Date of Next Meeting

The next sched­uled Audit and Risk Com­mit­tee meet­ing will take place on Fri­day 10^th Septem­ber 2021.

21. The meet­ing fin­ished at 13:45 hours.