Audit and Risk Committee

• 5 September 2025.
• 12 December 2025.

19. Committee members should observe the same rules as those set out under the Code of Conduct for SFC Board members.
20. 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

21. The quorum for the Audit & Risk Committee is two members, including external members.

Role of the Chair in Committee Meetings

22. 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. Members wishing to speak shall do so through the Chair.
23. The Chair is also responsible for leading the meeting to reach decisions. The committee will normally make decisions on the basis of agreement by consensus 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.
24. As set out in the SFC’s Scheme of Delegation, generally committee are expected to take matters as far as appropriate before making recommendations to the Board The Chair of the Committee will normally have responsibility for judging when it is appropriate to make recommendations to the Board: where items are routine they will stay with the committee until the final stage of decision making. Where items are novel, unusual or potentially contentious, proposals should be considered by the Board at an earlier stage.

Collective Responsibility

25. 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

26. 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

27. 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

28. 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

29. External members may 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

30. 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.
31. 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. As set out in the Board Code of Conduct, members will not remain in the meeting nor participate in any way in those parts of meetings where they have declared an interest.
32. 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

33. 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.
34. In addition, other members of SFC’s staff of 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.
35. 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

36. Any member of the Board has the right to attend committee meetings as an observer by agreement with the Chair of the Committee.
37. External observers may be invited to attend committee meetings at the discretion of the Chair of the Committee. External observes 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.
38. Observers are encouraged to take part in discussions, but may not take part in decisions.

Timing of Meetings

Scheduled (or ordinary) meetings

39. 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.
40. 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

Extra (or special) meetings

41. The Chair may convene additional meetings as they deem necessary. The Accountable Officer may also ask the committee to convene further meetings to discuss particular issues on which they want the Committee’s advice.

Agenda and papers

Agenda items

42. 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.
43. Items for endorsement or for noting will be starred (*) on the agenda and the Chair will ask at the start of the meeting whether members wish to discuss any of the starred items.  (Members should notify the Clerk to the Committee of this wish in advance of the meeting.)  Unless members specifically ask to discuss these items, the Chair will assume that they have been endorsed or noted.

Distribution of agenda and papers

44. 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

45. 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

46. 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

47. The approved minutes of each committee meeting will be reported to the Board at the next scheduled Board meeting for noting.
48. 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.
49. The Committee will also conduct an annual self-evaluation and produce an annual report for consideration by the Board.

Review

50. The committee remit and membership will be reviewed annually and proposed changes submitted to the Board for approval. It will also conduct an annual effectiveness review 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.