Audit Committee

Title: Audit Committee

Description

This document sets forth the description of the role and responsibilities of the Audit Committee of Seattle Credit Union (Credit Union).

Attendance:

• Regularly attend Audit Committee meetings as scheduled (approximately 12 per year but no less than 1 per quarter) unless excused. Audit Committee members shall no longer serve if they miss more than one-third of the committee meetings in any twelve-month period without being excused per RCW 31.12.326.3a.
• Attend board meetings throughout the year. It is desirable that Audit Committee members attend at least two scheduled board meetings.
• Attendance at Audit Committee/Board retreats, in‐service workshops, and other Audit Committee activities is encouraged.
• Attendance at annual membership meetings, where the annual written report is provided, is expected.

Desired Skills and Traits:

• Ability to review and evaluate audits and to understand and evaluate management’s responses.
• Ability to understand and evaluate information regarding technology systems and security‐related issues.
• Ability to understand and evaluate procedures.
• Ability to read, understand, and evaluate financial statements.
• Be well-informed on issues and agenda items in advance of meetings.
• Contribute skills, knowledge, and experience when appropriate.
• Listen respectfully to other points of view.
• Assume leadership roles in Audit Committee activities.
• Be receptive to the needs of the credit union’s members, and represent the credit union to public and private industry.
• Complete, within the first year of being on the Audit Committee, and as monitored by the chair, training required as part of Policy 1235 – Training and Development and any others as deemed appropriate by the committee specific to Audit Committee duties.

Audit Committee Duties:

• The Audit Committee shall select an independent auditor(s) and/or consultant(s) for the annual opinion audit, annual membership verification and for periodic internal audit engagements. The Audit Committee will report its findings and recommendations to the Board, and to the membership at the annual meeting.
• The Audit Committee attends exit interviews with the independent auditor and/or state examiners. The auditor's compliance report is sent to the Audit Committee. Management will prepare its response to the findings and will present those to the Audit Committee. Findings will be reported by the Audit Committee to the Board, pursuant to the Carver model.
• It is recommended that committee members attend a minimum of one continuing education conference per year.
• Show commitment to Board and Audit Committee activities.

Audit Committee Chair Duties:

• The Chair of the Audit Committee is elected after the reorganizational meeting each April.
• The Chair is responsible for arranging meetings and reviewing meeting agendas with management.
• The Chair is responsible for the engagement and signing of documents for all engagements.

Audit Committee Vice Chair Duties:

• The Vice Chair is charged with executing the powers, authority, and duties of the Chair’s during the Chair’s absence or inability to act.
• The Vice Chair is expected to be an active learner and to work with the Chair to be prepared to hold the office of Chair.

Audit Committee Secretary Duties:

• The Secretary is responsible for providing accurate minutes of each Audit Committee meeting. Such minutes may be delegated to staff, however the Secretary is responsible for reviewing and approve the minutes.
• The Secretary is responsible for taking and providing staff with executive session meeting minutes such as attendance, items discussed, and adjournment time.
• The Secretary is responsible for taking and securing executive session meeting minutes that may need to stay confidential. Such executive session minutes will be housed in a secure section of the online Board Portal for any necessary review by regulators and or auditors.

Audit Committee and Board of Director Dual Member:

• The Audit Committee pursuant to the Seattle Credit Union Bylaws allows one Board of Director to serve on the Audit Committee. Terms for a dual Audit and Board member are one year, are an appointment from the Board Chair, and follow the Board of Director Officer and appointments. Officer elections and appointments will be at the first Board of Director meeting following the annual meeting.
• No dual Audit and Board of Director member may serve on the Finance Committee, the Nomination Committee, or be the Chairman of the Board.
• The dual Audit and Board of Director member will serve in the same capacity and following all requirements and fulfilling all responsibilities as all other Audit Committee Members.
• The dual Audit and Board of Director member shall serve as a liaison between the Audit Committee and Board of Directors providing the a recap of each committee’s activities to the other.

Purpose and Obligations:

See Seattle Credit Union Bylaws, Article VII.

See Washington State Credit Union Act

• RCW 31.12.285

• RWC 31.12.326

• RWC 31.12.335

• RWC 31.12.345