Transparency data

DSIT Audit and Risk Assurance Committee: terms of reference

Published 14 May 2025

Role and remit of the committee

The audit, risk and assurance committee support the Accounting Officer and board in reviewing the nature and adequacy of assurances provided on governance, risk management and control.

The committee will consider any issue relating to the running of the department and its public bodies and provide assurance, as deemed appropriate by the Accounting Officer.

It has no delegated powers to take decisions or engage in policy but may consider the relevant and material factors being assessed and resourced. The committee’s responsibilities include:

1. Risk management: The effectiveness of strategic processes and systems established by management to identify, assess, and manage risk, including oversight of the department’s public bodies, its board operating and risk management frameworks;

2. Governance arrangements: Review the operation of internal control systems within remit each financial year, consider the accompanying governance statements, and advise the Accounting Officer on signing their Statement. Review the adequacy of counter-fraud policies, whistle-blowing processes, and arrangements for special investigations.

3. Effective financial frameworks: Consider the financial authorities, management accountabilities and main financial controls making recommendations for improvement to the Accounting Officer where necessary.

4. Internal reporting: To provide an Annual Report to the Board and Accounting Officer timed to support the finalisation of the accounts and the Governance Statement summarising the conclusions from the work it has done during the year.

5. External reporting: Review the annual financial statements, including the process for review of the accounts prior to submission for audit. Consider adequacy of management’s response to issues identified by audit activity and challenge where necessary. Provide the Accounting Officer with an independent assessment of the integrity of financial statements and any reports or matters relating to the financial accounts or governance Statement. The Accounting Officer is required to ensure that the Annual Report is fair, balanced, and understandable.

6. Internal audit: Consider and advise the Accounting Officer annually on the adequacy of the annual and medium-term work plans of the internal auditors – the Government Internal Audit Agency (GIAA) and ensure it links with the work of the National Audit Office (NAO).

7. External audit: Review progress reports from the NAO, including interim and annual accounts audits and be informed by NAO on value for money studies and other reviews regularly. The committee should ensure they have a clear understanding of financial reporting obligations, complementary internal/external audit work programmes and knowledge sharing opportunities where appropriate.

8. Other considerations: In discussions, consider all climate related risks and opportunities in compliance with the Task Force on Climate-Related Financial Disclosure requirements, how proposals will support the UK Government’s Net Zero Strategy and commitment to decarbonise all sectors to meet the UK’s net zero target by 2050. The committee will also give due regard to the five principles of the Environment Act 2021 to help protect and enhance the environment while supporting innovation and economic growth.

Rights

• The committee will meet at least four times in a financial year. The chair or Accounting Officer may convene additional sessions if necessary. The Group Internal Auditor can also request a meeting if required.
• The board and Accounting Officer delegate authority to the committee to investigate any activity within its terms of reference and to have free and confidential access to any records, staff and physical properties if deemed necessary to support the committee in meeting its objectives. The committee will keep the Accounting Officer informed of their discussions, as appropriate.
• The committee has the right to direct the internal auditors to carry out work in any area where they believe additional assurance may be required.
• Outside expertise or professional advice may be sought by the committee if required and approved by the Accounting Officer.

Membership

• Committee members are both independent and objective with skills and experience that are beneficial to the work of the committee. The committee is chaired by a non-executive director of the departmental board.
• Members should make the chair and secretariat aware of any real or perceived conflicts of interest and may be asked to recuse themselves for discussions and may not receive papers where there is a real or perceived conflict. Members conflicts of interest are recorded in the member’s register of interest, along with mitigating action agreed by the Permanent Secretary. Should a conflict be long standing or acute, a member may be asked to stand down from the committee. The Head of Corporate Governance can advise on the departmental policy on conflicts of interest.
• Invitees will depend varying on the agenda, which is dependent in part on the financial reporting cycle and other topics the committee consider material in relation to the department’s objectives. Members may ask other officials of the organisation or of its public bodies to attend if necessary.
• The committee may ask any or all non-members to withdraw from the meeting to facilitate frank discussion of matters.

Members

As of April 2024, the committee had six members appointed for a three-year term

Member	Role
Liz Cohen	Chair of the Audit, Risk and Assurance Committee
Bryan Ingleby	Non-Executive Director
Gillian Leng	Non-Executive Director
Mark Poulton	Non-Executive Director

Additional senior officials and advisors invited to attend:

• Sarah Munby, Permanent Secretary
• Tim Sparrow, Operational Finance Director and Chief Risk Officer
• Freya Guinness, Director-General, Corporate Services
• Emran Mian, Director-General, Digital Technology and Telecoms Group
• Alexandra Jones, Director-General, Science, Innovation and Growth
• Ian Webber, Deputy Director, Financial Accounts, Controls and Systems
• Jennifer Lou, Head of Financial Reporting and Accounting Advice and Classifications
• Lynda Oates, Group Chief Internal Auditor, GIAA
• Naseem Ramjan, Director, Finance, NAO
• Charles Nancarrow, Director, Value for Money, NAO
• Sebastian Groth, Senior Audit Manager, NAO
• Seona Brannan , Secretariat

Quoracy

For a meeting to be deemed quorate, three members must be in attendance. In the absence of the chair, another member may deputise. Meetings will be hybrid so members can participate in-person or remotely.

Role of the chair

The chair of the audit, risk and assurance committee has a role beyond managing the agenda during meetings, and with secretariat support, will be involved in:

• Agenda setting: In advance of the meeting the chair and secretariat will confirm the agenda and regularly discuss the forward plan for meetings.
• Feedback: The chair will report to the board and Accounting Officer after each meeting as appropriate.
• Communications: The chair will have access to meet with the Accounting Officer, Finance Directors, the Group Chief Internal Auditor, the Head of the NAO and representatives of the NAO and public bodies as required.
• Action tracking: Working with the secretariat, the chair will ensure actions from each meeting are followed up and that members who are unable to attend are suitably briefed on the business conducted in their absence.
• Appraisal: The chair will appraise the performance of each committee member, identifying training needs where appropriate. The chair will be appraised by the Accounting Officer and Lead non-executive director. Working with the secretariat, the chair will be responsible for a periodic review of the effectiveness of the committee.

Agenda setting and standing items

The audit, risk and assurance committee will cover a mix of standing and ad hoc items. At the chair’s request, the committee meeting may be preceded by a closed discussion with members only or with representatives of the NAO and GIAA.

Standing items include:

• Approval of minutes and review of the committee action log
• An update from the Permanent Secretary
• an update from the Operational Finance Director and Departmental Risk Lead
• Internal Audit update and reports
• NAO updates
• Quarterly performance and risk report – including a summary of any significant changes to the organisation’s strategic risks
• Any other business

Information requirements

For each meeting, the committee will be provided with:

• a progress report or verbal update from the Group Chief Internal Auditor summarising: work performed (compared with work planned); key issues emerging from internal audit work; management response to audit recommendations; reporting as necessary any changes to the internal audit plan; any resourcing issues affecting the delivery of internal audit objectives; and,
• a progress report or verbal update from the NAO summarising work done and emerging findings.

When required the committee will receive:

• proposals for the terms of reference of internal audit;
• the Internal Audit strategy;
• the Group Chief Internal Auditor’s Annual Opinion and Report;
• quality assurance reports on the Internal Audit function;
• the draft annual reports and accounts; and,
• the draft Governance statement.

Secretariat

The committee will be supported by the department’s corporate governance team who can be contacted by email via corporategovernance@dsit.gov.uk.

Feedback and board effectiveness

The committee will review its effectiveness regularly and report any changes to the board. A formal effectiveness review be commissioned annually by the DSIT Governance team.