The Executive & Audit Committee is established. The Committee is empowered to act for the Board in the case of emergency between regular Board meetings and to assist the University in its oversight of the University’s financial practices and standards of conduct, as provided in this policy.

The Committee shall have the following five voting members: the Chair of the Board, the Vice Chair of the Board, the Chair of the Academic Strategies Committee, the Chair of the Finance & Administration Committee, and one at-large member appointed from among the remaining trustees. The President is an ex-officio, non-voting member of the Executive & Audit Committee. The Chair of the Board is the Chair of the Executive & Audit Committee.

The Committee is empowered to act for the Board if the Committee determines an emergency exists between regular Board meetings on any matter except the following, which shall be reserved for the Board: (1) presidential hiring, evaluation and removal; (2) election of Board officers; (3) changes in the mission and purposes of the University; (4) amendments to the bylaws; (5) sale or purchase of real property; (6) condemnation of real property; (7) determination of tuition and mandatory enrollment fees; and (8) adoption of the University budget.

The Committee’s areas of responsibility are to assist the Board in: (1) overseeing the institution’s standards of conduct; (2) monitoring the University’s internal control structure to ensure key risk, compliance, and regulatory requirements are met and (3) overseeing audit activities, including internal and external audits.  As part of its responsibility to assist the Board in overseeing audit activities, the Committee is empowered to perform the following duties:

 External Audit

  • Review and approve the selection of the external audit firm hired to perform the annual financial statement and federal compliance audit;
  • Review and approve the annual external audit of the OSU financial statements and A‑133 federal compliance procedures;
  • Review the audit reports issued by the Oregon Secretary of State Audits Division;

 Internal Audit

  • Annually review and approve the internal audit charter and organizational structure to confirm the Office of Audit Services’ organizational independence;
  • Participate in the annual audit planning risk assessment process and approve the annual audit plan;
  • Review and approve quarterly audit reports detailing the results of recommendations and follow-up procedures and receive periodic reports as deemed necessary; and
  • Approve the appointment or removal of the Chief Audit Executive of the Office of Audit Services, as recommended by the President.

In addition, the Committee is responsible for such other matters as may be referred to it by the Board.

The Committee has the authority, through its Chair or a majority vote of its voting members, to ask management to address specific issues within the mandate of the Committee, as well as the authority to engage independent legal counsel and other professional advisers to carry out its duties.

The Committee is responsible for making nominations to the Board for Board officers.

The Offices of the Secretary to the Board and the Chief Audit Executive are responsible for providing staff support to the Committee.

Document History

  • Adopted by the Board of Trustees January 9, 2014
  • Amended March 13, 2014
  • Amended July 18, 2014

Committee Charter is available in pdf format.