Audit Committee

Mission

The Audit Committee is appointed by the Governing Board to assist the Board in fulfilling its oversight responsibilities.

Committee Structure

The Audit Committee will be comprised of:

  • the AGA Ethics Committee chair
  • the second past president of AGA
  • two independent Governing Board members
  • one independent Finance and Operations Committee member and
  • the chair-elect of the Ethics Committee, when applicable

The chair of the Ethics Committee shall serve as chair of the Audit Committee for concurrent three-year terms.

Committee Functions

Duties of the Audit Committee include:

  • Overseeing the integrity of the corporation's financial accounting process and systems of internal controls regarding finance, accounting and use of assets;
  • Overseeing the independence and performance of the independent auditors and staff with finance responsibilities;
  • Providing an avenue of communication among the corporation's independent auditors, management, staff, and the Governing Board.

The Audit Committee has the authority to conduct any investigation appropriate to fulfilling its responsibilities, and it has direct access to the independent auditors as well as to anyone in the organization. The Audit Committee can recommend to the Governing Board that it retain, at the corporation's expense, special legal, accounting, or other consultants or experts it deems necessary in the performance of its duties.

Responsibilities

Review with outside auditors the following

  • The annual financial statements and related footnotes and financial information to be included in the annual report to members.
  • The scope and general extent of the outside auditor's annual audit. The Committee's review should include an explanation from the outside auditors of the factors considered by the accountants in determining the audit scope, including major risk factors.
  • The outside auditors should confirm to the Committee that no limitations have been placed on the scope or nature of their audit procedures.
  • Results of the audit of the financial statements and the related report therein and, if applicable, a report on changes during the year in accounting principles and their application.
  • Significant changes to the audit plan, if any, and any serious disputes or difficulties with management encountered during the audit. Inquire about the cooperation received by the outside auditors during their audit, including access to all requested records, data and information.
  • Ask the outside auditors if there have been any disagreements with staff that, if left unresolved, would have caused them to issue a nonstandard report on the organization's financial statements.
  • Receive written communication from the outside auditors concerning their judgment about the quality of the staff's accounting principles and confirm that they concur with management's representation concerning audit adjustments.
  • Obtain annually from the outside auditors a letter regarding the adequacy of internal controls.
  • Meet with the executive vice president and the outside auditors to discuss any "material" or "serious" recommendations. The Committee should review staff's responses to the letter of comments and recommendations from the independent accountants and receive follow-up reports on action taken to resolve recommendations.
  • Inquire as to the independence of the outside auditors and obtain from the outside auditors (at least annually) a formal written statement delineating all relationships between the outside auditors and the organization.
  • Review significant accounting and reporting principles, practices and procedures used by the organization in preparing its financial statements.
  • Discuss with the outside auditors their judgments about the quality, not just the acceptability, of the organization's accounting principles. 

Audit Committee actions

  • Recommend to the Board the selection, retention or termination of the organization's outside auditors.
  • Reassess the adequacy of the Committee charter and recommend any proposed changes to the Governing Board for approval.
  • Discuss with the outside auditors the quality of the organization's financial and accounting personnel. Ask the executive vice president about the responsiveness of the independent accountants to the organization's needs.
  • Subject to the prior approval of the Governing Board, arrange for and monitor special investigations, as needed.
  • Develop a policy and process for grievances associated with organizational financial practices.

* This Organizational Statement was approved by the Governing Board, (1) VOTED, March 2005

Members

Sheila E. Crowe, MD, AGAF
Francis M. Giardiello, MD, AGAF
John Thomas LaMont, MD, AGAF
Robert S. Sandler, MD, MPH, AGAF