We have an exciting opportunity to join our board of directors as Independent Chair of Audit & Risk Committee. If you'd like to apply, please click the button and upload a covering letter along with your application.
You’ll lead the committee in the review of the effectiveness of the Society’s internal controls and risk management systems, whilst overseeing the internal and external Audit & Risk arrangements.
You’ll create an ambience in which Committee members feel supported, empowered, and enabled to carry out their role.
Responsibilities
Run the Audit & Risk Committee and work in conjunction with the Society Secretary to set its agenda
Set the style and tone of Committee meeting discussions to promote effective decision-making and constructive challenge
Encourage active involvement by all Committee members and ensure that the Committee meet with the internal auditor and external auditor independently of management at least once each year
Work with the Society Secretary in identifying and meeting the development needs of members of the Audit & Risk Committee, including an induction programme for new members, with a view to enhancing overall Committee effectiveness
Ensure that the Committee annually monitors the integrity of the financial statements of the Society and that the Committee approves all accounting policies of the Society prior to their being put into effect
Ensure that the Committee keeps under review the effectiveness of the Society’s internal controls and risk management systems and to regularly review the Society’s most significant risks and management’s actions to mitigate them
Lead the Committee in approving the appointment and removal of the outsourced provider of internal audit, to consider and approve their remit and to ensure appropriate access to information, free from management or other restrictions to enable it to perform its function effectively and independently and in accordance with relevant professional standards
Ensure that the Committee reviews and agrees the annual internal audit plan and to monitor and review the effectiveness of the outsourced provider of internal auditor in the context of the overall risk management system of Southern Co‑op
Lead the Committee in making recommendation to the Board, to be put to members for approval at the AGM, in relation to the appointment or removal of the Society’s external auditor, to oversee the selection process for new auditors, when required, and to ensure that the Committee approves the terms of engagement and remuneration
Ensure that the Committee approves the annual external audit plan, reviews the findings of each audit, and assesses the effectiveness of the audit and the independence and objectivity of the external auditor
Establish an effective working relationship with the outsourced provider of internal audit, external auditor, Finance Director, Society Secretary, and where one is appointed the Vice-Chair of the Audit & Risk Committee and make sure that direct access to each is freely available
Promote the highest standards of corporate governance and to report formally to the Board of Directors on the Committee’s proceedings after each meeting.
You’ll be independent of Southern Co-op (so you can't be a current colleague or have left employment in the last three years and you'll need to comply with our eligibility criteria) and a qualified accountant, or you'll have substantial financial experience gained from a non-competing but complementary business. This is three years fixed term capable of renewal at the board's discretion and the hours are approximately 8 -10 days a year.
Eligibility Criteria
The Independent Chair of Audit & Risk shall be required to fulfil the following eligibility criteria.
You are not eligible if:
You are an employee or a Director of the Society or a company within its group of companies or have been an employee or Director within the last three years.
You or a family member:
deals to an extent deemed by the Board to be significant in any goods or services sold by the Society or holds any position of control or agency in any business competing with the Society;
individually, or as a member of a partnership or a director, secretary of a company or other corporate entity or otherwise exerts control over a company or other corporate entity, provides goods or services to the Society, that the Board considers to be significant, or material to the decisions of the Board, so as to create a conflict of interest;
is an employee of another retail co-operative society; or
is a member of any committee of another retail co-operative society (unless such member is a duly appointed representative of the Society).
You are an employee of, or are otherwise engaged for the performance of services to, any business competing with the Society, provided that the Board shall have the discretion to determine that a member is eligible if such employment or engagement in their opinion would not create a conflict of interest.
You have a family member who is an employee of the Society. No member of your family shall be entitled to stand in an election or to be appointed as a Director during your term of office.
You have been removed from the Board (otherwise than by defeat at election), or have resigned from office during a suspension from office pending members’ approval for such a removal, you shall not be eligible for the office of Independent Chair for a period of ten years immediately following such removal or resignation.
You
are, or you become an undischarged bankrupt, or have been declared bankrupt in the last five years;
are a member of a partnership or a director, secretary of a company or other corporate entity or otherwise exerts control over a company or other corporate entity, that has gone into administration, gone into voluntary or compulsory liquidation, been the subject of a winding up order or gone into administrative receivership in the last ten years, save that former members of a partnership or a former director, secretary of a company or other corporate entity or person who exerted control over a company or other corporate entity which has ceased by way of a voluntary striking off and dissolution shall be excluded from being appointed;
are disqualified under the Company Directors Disqualification Act 1986;
have been disciplined by, or refused membership of, a professional organisation or trade association, or is a member of a partnership, or director, secretary or controller of a company, that has been disciplined by or refused membership of a professional organisation or trade association; have had a county court judgment made against you in the last five years, or you are or have been a member of a partnership, or director, secretary of a company or other corporate entity or exerts control over a company or other corporate entity, that has had a County Court judgement made against it in the last five years, unless such county court judgement has been satisfied within a period of six months from the date of judgement;
have been convicted of any offence which is not spent under the Rehabilitation of Offenders Act, or you are a member of a partnership, or director, secretary of a company or other corporate entity or exerts control over a company or other corporate entity, which has been convicted of any offence in the last ten years. For the purpose of this Rule driving offences which do not result in a court appearance and are dealt with by way of points applied to a person’s driving licence and/or a fine shall not be considered offences so as to disqualify a member from being appointed;
hold any recognised political office, and for the avoidance of doubt this includes any public office elected or appointed from a political platform, whether party political or independent, but does not include the role of parish councillor, school governor or NHS trustee or any similar position or appointment in the community which, in the reasonable opinion of the Board, may be public offices but are not recognised as being political; or
have been dismissed from employment with the Society, or you have resigned during a disciplinary process which would have led to your dismissal from employment with the Society.
Job Types: Part-time, Contract
