To support the Police and Crime Commissioner and the Chief
Constable to discharge their responsibilities by providing independent
assurance on the adequacy of their corporate governance, risk
management arrangements and the associated control environments
and the integrity of financial statements and reporting.

• a) The Commissioner will appoint the Committee, after consultation
  with the Chief Constable.
• b) The Committee shall consist of no fewer than four members.
• c) A quorum shall be two members.
• d) At least one member shall a CCAB qualified accountant with
  recent and relevant financial experience
• e) The Commissioner will appoint the Chair of the Committee,
  following consultation with the Chief Constable and the members
  of the Committee.
• f) The Chair shall normally be a CCAB qualified accountant, with
  recent and relevant financial experience.
• g) Members shall normally be appointed for a period of up to three
  years, extendable by no more than two additional three year
  periods, so long as members continue to be independent.
• h) In the absence of the Chair at any meeting of the Committee,
  the members attending the meeting will elect a Chair for the
  meeting.

The Chief Executive of the Commission will nominate an officer from
the Commissioner’s Office to act as Secretary to the Committee.
Currently this is the Strategic Resources Manager.

• a) Meetings shall be held at least four times each year, timed to
  align with the financial reporting cycle.
• b) Extra-ordinary meetings can held for specific purposes at the
  discretion of the Chair.
• c) External or internal auditors may request the Chair to call a
  meeting if they consider one is necessary.

• a) Agenda and supporting papers will be circulated to members at
  least five working days prior to any meeting.
• b) Minutes shall be prepared and distributed to members of the
  Committee, regular attendees and the Commissioner and Chief
  Constable in draft, unapproved format within 10 working days of
  the meeting.
• c) All papers/minutes should be read prior to the meeting and the
  meeting will be conducted on this basis with papers being
  introduced concisely
• d) It is expected that all actions are reviewed prior to the meeting
  and updates provided even if individuals cannot attend the
  meeting.
• e) Standing Orders of the Commission and the Force as
  appropriate apply to formally established committees. As such,
  members of this committee may requisition a meeting in writing
  in line with Standing Orders.
• f) The Chair of the Committee shall draw to the attention of the
  Commissioner and Chief Constable any issues that require
  disclosure or require executive action
• g) QUESTIONS AND ADDRESSES BY THE PUBLIC
  • i. General
    Members of the public, with the permission of the Chair of the
    Committee, may ask questions of members of the Committee, or may
    address the Committee, on an item on the public part of the agenda.
  • ii. Order of questions and address
    (a) Questions will be asked and addresses given in the order notice of
    them was received, except that the Chair of the Committee may group
    together similar questions or addresses.
    (b) A list of questions and addresses of which notice has been given
    shall be circulated to members of the Committee at or before the
    meeting.
  • iii. Notice of questions and addresses
    A question may only be asked or an address given if notice has been
    given by delivering it in writing or by electronic mail to the Monitoring
    Officer no later than noon two working days before the meeting.  Each notice of a question must give the name and address of the questioner
    and must name the person to whom it is to be put, and the nature of
    the question to be asked. Each notice of an address must give the
    name and address of the persons who will address the meeting and
    the purpose of the address.
  • iv. Scope of questions and addresses
    The Chair of the Committee may reject a question or address if it:
    • Is not about a matter for which the Committee has a
      responsibility or which affects Northamptonshire;
    • is defamatory, frivolous, offensive or vexatious;
    • is substantially the same as a question which has been put
      or an address made by some other person at the same
      meeting of the Committee or at another meeting of the
      Committee in the past six months; or
      requires the disclosure of confidential or exempt information.
  • v. Asking the question or making the address at the meeting
    The Chair of the Committee will invite the questioner to put the
    question to the person named in the notice. Alternatively, the Chair of
    the Committee will invite an address to the Committee for a period not
    exceeding three minutes. Every question must be put and answered
    without discussion but the person to whom the question has been put
    may decline to answer it or deal with it by a written answer. Every
    address must be made without discussion.

• a) The Committee may invite any person to attend its meetings.
• b) The Commissioner and Chief Constable shall be represented at
  each meeting of the Committee.
• c) The Commissioner’s representation will normally comprise the
  Assistant Commissioners – Justice and Resources [respectively
  Monitoring Officer and statutory Chief Financial Officer] and/or
  their respective deputies;
• d) The Chief Constable shall normally be represented by the
  Deputy Chief Constable and the Chief Financial Officer of the
  Force, and / or deputy Chief Financial Officer.
• e) Internal and External auditors will normally attend each meeting
  of the Committee.
• f) There should be at least one meeting each year where the
  Committee meets the external and internal auditors without the
  Commissioner’s and Chief Constable’s officers being present.
  This need not be the same meeting; and such meetings would
  usually take place after the normal Committee meeting has
  concluded.

• a) The Committee is authorised by the Commissioner and the
  Chief Constable to:
  • investigate any activity within its terms of reference;
  • seek any information it requires from any employee;
  • obtain outside legal or other independent professional
    advice;
  • secure the attendance of outsiders with relevant
    experience and expertise if it considers this necessary;
  • undertake training of its new members as required.
• b) All employees are directed to co-operate with any request made
  by the Committee.
• c) The Committee may only make decisions within the remit set out
  in these Terms of Reference. The Committee has no authority to
  reverse decisions made by the Commissioner or Chief
  Constable. It has no authority to incur expenditure.

The duties of the Committee shall be:

A Corporate Governance, Risk Management, Internal Control
and the Regulatory Framework

To support the PCC, Chief Constable and statutory officers in ensuring
effective governance arrangements are in place and are functioning
Page 7 of 14
efficiently and effectively, across the whole of the Commission’s and
Force’s activities, making any recommendations for improvement, to
support the achievement of the organisations’ objectives.

Specific annual activities of the Committee will include:

• a) Review of corporate governance arrangements against the ‘Good
  Governance framework’;
• b) Consideration of the framework of assurances to assess if it
  adequately reflects the Commission’s and Force’s priorities and
  risks;
• c) Consideration of the processes for assurances that support the
  Annual Governance Statement;
• d) Consideration of VFM arrangements and review of assurances;
• e) To review any issue referred to it by the statutory officers of the
  Commission and the Chief Constable and to make
  recommendations as appropriate;
• f) To monitor the effective development and operation of risk
  management and to make recommendations as appropriate;
• g) To be responsible for ensuring effective scrutiny of the Treasury
  Management Strategy and policies
• h) Consider reports on the effectiveness of internal controls and
  monitor the implementation of agreed act

B External Financial Reporting

To scrutinise the draft statements of accounts and annual governance
statements prior to approval by the Commissioner and Chief Constable
and publication. The Committee will challenge where necessary the
actions and judgements of management, and make any
recommendations as
appropriate, to ensure the integrity of the statements.

Particular attention should be paid to the following:

• Critical accounting policies and practices, and any changes in
  them;
• Decisions requiring a significant element of judgement;
• The extent to which the financial statements are affected by
  unusual transactions in the year and how they are disclosed;
• The clarity of disclosures;
• Significant adjustments resulting from the audit;
• Compliance with accounting standards;
• Compliance with other legal requirements

C Internal Audit

The Committee shall monitor and review the internal audit function to
ensure that it meets mandatory Internal Audit Standards and Public
Sector Internal Standards and provides appropriate independent
assurance to the Audit Committee, Chief Executive of the Commission,
the Commissioner and Chief Constable.

This will be achieved by:

• a) Overseeing the appointment of the internal auditors and making
  recommendations to the Commissioner and Chief Constable,
  who will make the respective appointments;
• b) Consideration of the internal audit strategy and annual plan, and
  making recommendations as appropriate;
• c) Consideration of the head of internal audit’s annual report and
  opinion, and a summary of internal audit activity (actual and
  proposed) and the level of assurance it can give over corporate
  governance arrangements, and make recommendations as
  appropriate;
• d) Consideration of summaries of internal audit reports, and
  Management’s responses, and make recommendations as
  appropriate;
• e) Consideration of the management and performance of internal
  audit, and its cost, capacity and capability, in the context of the
  overall governance and risk management arrangements, and to
  make recommendations as appropriate;
• f) Consideration of a report from internal audit on agreed
  recommendations not implemented within a reasonable timescale
  and make recommendations as appropriate;
• g) Consideration of the effectiveness of the co-ordination between
  Internal and External Audit, to optimise the use of audit
  resources;
• h) Consideration of any issues of resignation or dismissal from the
  Internal Audit function.

D External Audit

The Committee shall review and monitor External Audit’s independence
and objectivity and the effectiveness of the audit process.

This will be achieved by consideration of:

• a) the Commission’s and Force’s relationships with the external
  auditor;
• b) the appointment, re-appointment and removal of the external
  auditor;
• c) the qualifications, expertise and resources, effectiveness and
  independence of the external auditor annually;
• d) the external auditor’s annual plan, annual audit letter and
  relevant
  specific reports as agreed with the external auditor, and make
  recommendations as appropriate;
• e) the draft Management Representation letters before authorisation
  by the Commissioner and Chief Constable, giving particular
  consideration to non-standard issues;
• f) the effectiveness of the audit process;
• g) the effectiveness of relationships between internal and external
  audit other inspection agencies or relevant bodies;
• h) the Commissioner’s and Chief Constable’s policies on the
  engagement of the External Auditors to supply non-audit
  services, taking into account relevant ethical guidance and the
  Audit Commission’s requirements.

E Other Assurance Functions

The Committee shall review the findings of other significant assurance
functions, both internal and external to the organisation.

F Counter Fraud

The Committee shall satisfy itself:

• a) that the Commission and Force have adequate arrangements in
  place for detecting fraud and preventing bribery and corruption;
• b) that effective complaints and whistle blowing arrangements exist
  and proportionate and independent investigation arrangements
  are in place.

• a) The Chairman shall be entitled to meet with the Commissioner
  and Chief Constable prior to their approving the accounts each
  year;
• b) The Committee shall annually review its Terms of Reference
  and its own effectiveness and recommend any necessary
  changes to the Commissioner and Chief Constable;
• c) The Committee shall prepare a report on its role and
  responsibilities and the actions it has taken to discharge those
  responsibilities for inclusion in the annual accounts;
• d) Such a report shall specifically include:
  • A summary of the role of the Committee
  • The names and qualifications of all members of the
    Committee during the period
  • The number of Committee meetings and attendance by
    each member; and
  • The way the Committee has discharged its responsibilities
  • An assessment of the Committee’s performance against its
    plan and terms of reference;
  • Identification of the key issues considered by the
    Committee and those highlighted to the Commissioner and
    Chief Constable
  • An assessment of Internal and external Audit
• e) If the Commissioner and / or the Chief Constable do not accept
  the Committee’s recommendations regarding the appointment, reappointment
  or removal of the external auditor the Committee
  shall include a statement regarding explaining its
  recommendation and the reasons why the Commissioner / Chief
  Constable has taken a different stance in its annual report

The agenda for each meeting of the Committee shall normally include
the following:

• Procedural items:
  • Apologies for absence
  • Declaration of Interests
  • Minutes of the last meeting
  • Matters Arising Action Log
  • Date, time and venue of next meeting
• Business items:
  • Progress Reports
    • Internal Audit
    • External Audit
  • Update on implementation of Audit Recommendations
  • Items for escalation to the Commissioner and / or Chief Constable
  • Agenda Plan for the next four meetings

The Committee is accountable to the Commissioner and Chief Constable.