The Audit & Finance Committee shall assist the Board of Directors in fulfilling its oversight responsibilities relating to the quality and integrity of LSST-DA’s financial reporting processes, accounting practices, and annual budgeting process. The Committee shall also oversee the adequacy and effectiveness of the systems of internal controls regarding finance, accounting, and legal and regulatory compliance; the performance, qualifications, and independence of LSST-DA’s independent auditors. The committee reviews and recommends the annual budget for approval based on the Executive Officer’s program plan, monitors LSST-DA’s investment policies and the performance of invested funds, and oversees long-range financial objectives.
In satisfying its oversight role, the committee has the authority to investigate any matter within its area of responsibilities brought to its attention, with full access to all of the books, records, facilities, and LSST-DA staff and the power to retain outside counsel, auditors, or other experts, as it deems appropriate.
In carrying out its oversight responsibilities, the Audit & Finance Committee shall:
- Financial Functions
- Review and present recommendations on the annual operating budget
- Review all financial reports for LSST-DA and report their findings to the Board of Directors
- Obtain and periodically review the insurance needs of LSST-DA, including general liability coverage for the Corporation and liability coverage for its Directors and Officers
- Benefit Policy
- Fraud Risk Assessment
- Internal controls
- Investment Functions
- Request the outside Investment Advisor to prepare a review of portfolio performance and meet with the Committee annually to review
- Provide recommendations on the annual portfolio performance report to the board
- Audit Policy and Oversight
- Review Auditor appointment, compensation, and retention
- Review of Auditor qualifications, independence, and performance
- Review the scope, approach, and cost of the financial audit
- Pre-approve all services that may be provided
- Review and, if necessary, oversee the implementation of any recommendations in the Auditor’s Management Letter
- Mediate any disagreements between Management and the outside financial auditor regarding financial reporting
Note: The outside financial auditor shall be engaged by and report directly to the Finance Committee.
- Larry Gladney, Chair, Yale University
- Dominique Boutigny, Institut de Physique Nucleaire et de Physique des Particules
- Jennifer Brown, Research Corporation for Science Advancement
- David Helfand, Columbia University
- Lisa Storrie-Lombardi, Las Cumbres Observatory
- Daniel Calabrese, ex officio, Rubin Observatory
- Dana Parks, ex officio, LSST Discovery Alliance
- Beth Willman, ex officio, LSST Discovery Alliance
- Michael Wood-Vasey, ex officio, University of Pittsburgh
- The Treasurer of the Board of Directors shall function as Committee Chair.
- The Secretary of the Board of Directors, the Chair of the Board, and the Executive Officer of the Corporation are ex-officio members of the Committee.
- No fewer than three (3) members drawn from either the Board of Directors, Institutional Member representatives, or at-large participants.
- At least two (2) members of the committee shall have experience in finance or accounting or other comparable experience or background that demonstrates an understanding of financial statements, generally accepted accounting principles, internal controls, and procedures for financial reporting and shall have experience in preparing, auditing, or evaluating financial statements.
- The Audit & Finance Committee shall report to the Board of Directors at the biannual Face-to-Face Board meetings.
- The Committee shall meet annually with the outside auditors.
- The Chair will schedule regular meetings, e.g., quarterly; additional meetings may be held at the request of two or more members of the Committee, the Executive Officer, or the Chair of the Board.
- The Committee shall maintain meeting minutes.