Meeting Attendance
The FAC shall meet at least four (4) times a year, with authority to convene additional meetings (Extra-ordinary meetings) as circumstances may require. All FAC members shall be expected to attend each meeting in person. The Chairperson shall preside at the meetings.
Every Member shall attend at least 75% of FAC meetings in any financial year. On an annual basis the FAC Chairperson working with the Chairperson of the Board shall review the suitablility of a Member who has failed to comply with the 75% attendance rule, without valid reason. The office of a Member shall fall vacant if s/he fails without valid reason to attend three consecutive meeetings of the FAC of which s/he had notice.
No Member except an Ex-Officio, shall attend to the business of his office by representation. Where a Member is unable to attend any meeting of the FAC, s/he may request that his/her apologies for failure to attend be recorded.
Finance Meetings
Where NCST financial matters are being discussed by the FAC, Director General and Head of Finance & Administration shall attend the FAC meetings as members of management. At the discretion of the Chairperson, the FAC may meet at other times without the attendance of management. The FAC may also invite other members of management as it deems fit. Other Members of the Board may be invited to attend although this would be by exception.
The HoFA shall serve as the Secretary of the FAC where financial matters are being discussed. At the discretion of the Chairman the HoFA may be requested not to take part in any considerations or discussions of the FAC.
Audit Meetings
The Head of Internal Audit shall attend the FAC meeting where audit matters are being discussed. The DG and any other member of management shall have a standing invitation to attend audit meetings. This shall ensure the independence of the Internal Audit Function is protected by the FAC.
The HIA shall serve as the Secretary of the FAC where audit matters are being discussed. At the discretion of the Chairman the HIA may be requested not to take part in any considerations or discussions of the FAC.
Closed door sessions
In line with governance best practice, the FAC shall at least two closed sessions:
i) One meeting with management and without the Internal/External auditors in attendance; and
ii) Another meeting with the Internal/External auditors without management in attendance.
Meeting Procedures
Agenda of FAC Meetings
The Chairperson of the FAC, in consultation with the members of the FAC, DG, HoFA and HIA, shall develop the FAC’s agenda and decide the venue for the FAC meetings.
The FAC shall issue a schedule of standing agenda items (FAC Calendar) to be discussed for the ensuing year at the beginning of each year (to the degree these can be foreseen). This forward agenda shall also be shared with the Board for review to ensure its harmony with the Board’s agenda
FAC Presentations
Meeting agenda and presentations on specific subjects shall be sent to the FAC Members two (2) weeks in advance. This shall enable the Members to prepare themselves well in advance in order to make the FAC meetings more effective. On those occasions in which the subject matter is extremely sensitive, the information may be presented for the first time at the meeting.
Quorum
Three quarters of the FAC members shall form the quorum of any meeting of the FAC.
FAC Decisions
The decision of the FAC on any matter before any meeting shall be that of the majority of the Members present and voting at the meeting. In the event of equal of votes, the person presiding shall have a casting vote.
FAC Minutes
Minutes shall be kept of the proceedings of every FAC meeting. If the respective Secretaries (depending if it is a Finance or Audit Meeting) is not present for all or any part of the meeting, the DG shall ensure that minutes are prepared.
Minutes of the preceding meeting shall be confirmed at each meeting, which includes a review of the action items outstanding. The minutes shall be approved by the Chairperson.
