Audit and Risk Committee

• 12 December 2025.
• 11 March 2026.
• 17 June 2026.
• 9 September 2026.
• 4 November 2026.

17. Committee members should observe the same rules as those set out under the Code of Conduct for SFC Board members.
18. The validity of any proceedings of the committee is not affected by a vacancy in the membership or by any defect in the appointment of a member.

Quorum

19. The quorum for an Audit & Risk Committee meeting is three members, including eternal committee members. However, when not quorate, the members present may decide to proceed with a meeting and any recommendations reached are shared via correspondence for approval.

Role of the Chair in Committee Meetings

20. It is the role of the Chair to see that committee business is conducted in an orderly fashion and to ensure that members obtain a fair hearing.
21. The Chair is also responsible for leading the meeting to reach decisions. The committee will normally make decisions on the basis of agreement by collective agreement but where the Chair believes it to be in the interest of the progress of a debate, or where it is proposed and seconded by two members present, the Clerk may be asked to count and record a vote by a show of hands.

Collective Responsibility

22. Committee members should be encouraged to express any differing views within the Committee’s internal decision-making process. If a member has a reservation regarding a particular decision, they may ask for their dissent to be formally recorded in the minute. Once a decision has been reached, all members should support it.

Nomination of a Vice-Chair

23. The Chair may nominate a Vice-Chair to act as deputy in the absence of the Chair at Committee meetings. This nomination will be subject to the approval of the committee.

Clerk to the Committee

24. The Clerk to the Committee will advise the Chair on the conduct of Committee business and agenda planning. The Clerk will also advise Committee members on formal matters relating to the Committee.

External and Internal Auditors

25. SFC’s external and internal auditors will receive a copy of all papers. Both the external auditors and the internal auditors will have confidential access to the Chair of the Committee.

External Members

26. External members will receive copies of papers that contain commercially sensitive and/or confidential information to enable them to contribute to the business of the Committee. This information is strictly confidential and should not be shared with any third party.

Register of Interests

27. All members are required to complete a register of interests form on appointment (Board members complete this form on appointment to the Board) and must notify the Clerk when any changes need to be made. Members’ registers of interest will be made publicly available on the Scottish Finding Council website.
28. If any member has, or could be perceived to have, an interest in a matter that is being considered by the Committee, then it is their duty to declare that interest at the start of the meeting or as soon as they become aware of it, whether or not that interest has already been recorded in their register of interests. This declaration will be recorded in the minutes by the Clerk. Committee members must:
    • Declare interests per Section 5 of the Code of Conduct.
    • Record any interests per Section 4 of the Code of Conduct.
    • Maintain confidentiality and collective responsibility per Section 3 of the Code of Conduct.

29. Members will not remain in the meeting, nor participate in those parts of the meeting where they have a declared interest.
30. Whilst individual members have a responsibility to consider their position with regards to any registration of interest, prior to the meeting the Clerk will consider the agenda in the context of the register of members’ interests and advise the Chair accordingly.

Attendance at Meetings

31. Meetings will normally be attended by the Chief Executive in their role as Accountable Officer; the Deputy Director of Governance & Planning; the Head of Internal Audit or a representative and a representative of external audit.
32. The majority of committee meetings will be held online via Microsoft Teams and members will be expected to join remotely. One meeting per year will be held in person and members will be expected to join that meeting in person.
33. In addition, other members of SFC’s staff may attend meetings as required for agenda items for which they are presenting information, to be available to respond to questions on matters arising from papers, to hear the debate where the Committee’s discussion will inform their work, or as part of their on-going professional development. They may not take part in Committee decisions.
34. As set out in the legislation, a representative of the Scottish Ministers is entitled to participate in any deliberations (but not in decisions) of any committee of the Board [section 16 of Schedule 1]. However, following the 2022 Ryan Review Scottish Government representatives only attend SFC’s Research Committee.

Observers

35. Any member of the Board has the right to attend committee meetings as an observer by agreement with the Chair of the Committee.
36. External observers may be invited to attend committee meetings at the discretion of the Chair of the Committee. External observers invited to be in attendance will receive copies of papers that do not contain commercially sensitive and/or confidential information. Observers will be asked to leave the meeting for agenda items which relate to commercially sensitive and/or confidential items.
37. Observers are encouraged to take part in discussions but may not take part in decisions.

Timing of Meetings

Scheduled (or ordinary) meetings

38. The Committee will meet on an appropriate number of occasions in a year to carry out its duties effectively but will meet at least three times per year.
39. The schedule of meetings for each year will be agreed by the Committee in the previous year, following consultation with the Chair by the Clerk and taking into account the dates of Board meetings.

Extra (or special) meetings

40. The Chair may convene additional meetings as they deem necessary. The Accountable Officer (Chief Executive) or Board may also ask the committee to convene further special meetings to discuss particular issues on which they want the Committee’s advice.

Agenda and papers

Distribution of agenda and papers

41. Any member can, by contacting the Clerk to the Committee, suggest items of business. The agenda and designation of business will be decided by the Chair.
42. The agenda of business and accompanying papers will normally be distributed no later than one week before a scheduled meeting of the committee.

Freedom of Information

43. In some cases, particular documents may be subject to disclosure exemptions under the terms of the Freedom of Information (Scotland) Act 2002. Where this applies, the particular exemption(s) will be stated.

Approval of minutes of Committee Meetings

44. Minutes of a Committee meeting will be submitted to the Chair for preliminary approval, and thereafter to the subsequent meeting of the Committee for formal approval.

Reporting to the Board

45. The approved minutes of each committee meeting will be reported to the Board via correspondence. A report detailing discussions and decisions made during committee meetings will be produced by the Committee Clerk and will be shared with Board members via the dedicated Board portal.
46. At each Board meeting, there will be an opportunity for the Chair to raise verbally matters that they think the Board needs to be aware of.

Review

47. The committee remit and membership will be reviewed annually and proposed changes submitted to the Board for a It will also conduct an annual self-effectiveness review and annual report and report the outcomes to the Board. This should be informed by good practice such as the National Audit Office’s Audit and Risk Effectiveness tool and Scottish Government guidance.