The Audit, Governance and Finance Committee is a committee of the Board of Commissioners of the Niagara Frontier Transportation Authority established pursuant to its bylaws. The membership, operations, authority, purpose and responsibilities of specific duties of the committee are described below:
Membership and Operations
The membership of the Committee shall consist of at least three independent members of the Board of Commissioners, who shall constitute a majority on the Committee and who shall possess the necessary skills to understand the duties and functions of the Committee, including familiarity with corporate financial and accounting practices. A member is deemed independent if he or she is “(a) is not, and in the past two years has not been, employed by the public authority or an affiliate in an executive capacity; (b) is not, and in the past two years has not been, employed by an entity that received remuneration valued at more than fifteen thousand dollars for goods and services provided to the public authority or received any other form of financial assistance valued at more than fifteen thousand dollars from the public authority; (c) is not a relative of an executive officer or employee in an executive position of the public authority or an affiliate; and (d) is not, and in the past two years has not been, a lobbyist registered under a state or local law and paid by a client to influence the management decisions, contract awards, rate determinations or any other similar actions of the public authority or an affiliate.” The Chair of the Board shall be chair of the Audit, Governance and Finance Committee, and shall appoint a vice chair and a minimum of four members to this committee.
Insofar as practicable, at least one member of the Committee should be a "financial expert" and this shall be disclosed in the annual report of the Authority.
The Committee, as a whole, also serves as the Authority’s finance committee pursuant to the Public Authorities Accountability Act of 2009.
Committee members shall serve until the successors shall be duly designated and qualified. Any vacancy in the committee occurring for any cause may be filled by any qualified member of the Board by designation the Chairman of the Board.
The committee shall be granted unrestricted access to all information and all employees have been, and shall be, directed to cooperate as requested by members of the committee. The board shall ensure that the Committee has sufficient resources to carry out its duties. The committee has the authority to retain, at the NFTA’s expense, persons having special competencies (including, without limitation, legal, accounting or other consultants and experts) to assist the committee in fulfilling its responsibilities.
The committee may delegate authority to subcommittees when appropriate.
Purpose and Responsibilities
The purpose and responsibilities of the Committee shall include:
- establishing policies to promote honest and ethical conduct by Authority commissioners, officers and employees and enhance public confidence in the Authority.
- reviewing and regularly updating the Authority’s code of conduct and written policies regarding conflicts of interest. Such code of conduct and policies shall be at least as stringent as the laws, rules, regulations and policies applicable to state officers and employees.
- examining ethical and conflict of interest
- performing board self
- recommend bylaws, which include rules and procedures for the conduct of board business.
- reviewing and regularly updating the Authority's written policies regarding procurement of goods and services and the acquisition of real property or interests therein, and the disclosure of persons who attempt to influence the Authority’s procurement
- reviewing and regularly updating the Authority’s written policies regarding the disposition of real and personal
- reviewing and regularly updating the Authority's written policies regarding the protection of whistleblowers from
- consider questions of independence and possible conflicts of interest of members of the board and executive
- review, monitor and make recommendations regarding the orientation and continuing education of the Board of
- periodically review the Authority’s mission, vision, and
- review and approve the Authority’ Investment
- review and approve the Authority’s Liability Management
- review proposals for the issuance of Authority debt and make
- reviewing and approving the Authority's financial
- overseeing the Authority's internal controls and compliance
- appointing, compensating, and overseeing the outside auditors retained by the Authority.
- resolving disagreements with respect to, and overseeing compliance with, accounting policies and
- reviewing management reports on internal controls and the attestation of such reports by the Authority's outside
- investigating compliance with the Authority's policies and/or refer instances of non- compliance to the State Inspector General for
- establishing procedures for the receipt, retention, investigation, and/or referral to the State Inspector General of complaints received by the Authority regarding accounting, internal controls, and
- establishing policies and procedures to ensure that every director, officer and employee of the Authority shall report promptly to the State Inspector General any information concerning allegations of corruption, fraud, criminal activity, conflicts of interest or abuse by the directors, officers or employees of the Authority or any persons having business dealings with the Authority. The Committee shall review all reports and draft reports delivered by the State Inspector General to the Authority and shall serve as a point of contact with such Inspector
- reviewing legal and regulatory matters that may have a material impact on the financial statements, related company compliance policies, and programs and reports received from
- meeting with the Director of Internal Audit, the independent accountant, and management in separate audit sessions as appropriate to discuss any matters that the committee or these groups believe should be discussed privately with the
- confirming and assuring the independence of the independent accountant, and prohibit the independent accountant from providing non-audit services to the
- providing an open avenue of communication between the internal auditor, the independent accountant, and the Board of
- reviewing and concurring in the appointment, replacement, reassignment, or dismissal of the Director of Internal Auditing. The Director of Internal Audit shall serve at the pleasure of the
- review with the Director of Internal Audit and the independent accountant the coordination of audit effort to assure completeness of coverage, reduction of redundant efforts, and the effective use of audit
- review with management and the independent accountant at the completion of the annual examination:
- the company’s compliance report with the N.Y.S. investment
- any significant changes required in the independent accountant's audit
- other matters related to the conduct of the audit which is to be communicated to the committee under generally accepted auditing
- review with management the following reports:
- Cash Management
- Self Insurance (Quarterly)
- Investment Report (Quarterly)
- Capital Plan (Quarterly)
- Government Relations
- Public Relations
- Human Resources
- Annual Operating and Capital Budget
- Five Year Annual and Capital Plan and Cash Flows
- Board Action In the discretion of the committee chair, reviewing board action requests may be deferred to the full board.
- consider and review with management and the Director of Internal Audit:
- significant findings during the year and management's responses thereto;
- any difficulties encountered in the course of their audits, including any restrictions on the scope of their work or access to required information;
- any changes required in the planned scope of their audit plan;
- the internal auditing department budget and staffing;
- the internal auditing department charter; and
- Internal auditing's compliance with The IIA's Standards for the Professional Practice of Internal Auditing (Standards) and Generally Accepted Government Auditing Standards.
- review and update the committee's charter
The committee will perform such other functions as assigned by law, the company's charter or bylaws, or the board of commissioners.