Committee Charters

Executive Committee Charter

Revised 3/18/2022

Purpose

The Executive Committee ensures the integrity of the Board and enhances board performance. The Committee serves to ensure the University operates within available resources and in compliance with applicable federal and state laws and University policies in a manner supportive of the University’s strategic plan.

Authority and Responsibilities

The Committee shall have responsibility to provide oversight in the following areas and recommend for approval the following actions to the Board:

1. Oversee presidential personnel matters, including the annual evaluation.

2. Exercise all powers and authority of the full Board on an as needed basis between regular Board meetings for time-sensitive matters, subject to limitations imposed by the Board.

3. Periodically review the bylaws and recommend needed amendments.

4. Develop and implement a process for Board members to define and biennially evaluate the Board’s responsibilities and expectations in order to promote the advancement and continuous improvement of Austin Peay State University.

5. Take action on all items not clearly falling within the auspices of the other committees.

It is the expectation of the Board that the full Board will consider and make decisions regarding all significant matters before the Board. However, the Executive Committee is empowered to act for the full Board between regular Board meetings on an as needed basis for time-sensitive matters, subject only to such restrictions or limitations as the Board may from time to time specify, except that the following matters shall be reserved to the full Board for approval: (i) Board officer selection, (ii) changes in the mission and purposes of the University, (iii) presidential selection, evaluation and termination, (iv) amendments to the Bylaws, (v) debt issuances, (vi) sale or other disposition of real property, (vii) the University’s annual operating budget and (viii) the University’s Facilities Master Plan. All actions taken by the Executive Committee pursuant to this authority shall be reported at the next meeting of the full Board; or when deemed sufficiently important by the Board Chair and the University President, such actions shall be reported to the Board within thirty (30) days after such action is taken, or at a meeting of the Board if a meeting is held within that period of time.

Composition of the Committee

The Executive Committee shall be comprised of at least the Board Chair, Vice Chair,
and one additional Trustee as determined by the Chair. The University President shall be an ex-officio, non-voting member of the committee.

Academic Affairs Committee Charter

Purpose

The Academic Affairs Committee oversees the academic programs of the University. Specifically, the committee facilitates the Board of Trustee’s commitment to the University’s vision of harnessing student-centered teaching, unique developmental opportunities, innovative research, and public service to become the region’s university of choice for those seeking to improve their lives. The committee, in collaboration with academic leaders, strives to advance the mission of the University as a mission-driven, community-minded institution that provides transformational experiences through innovative, creative, and scholarly activities. The committee also oversees matters related to student success including services and resources to increase recruitment, retention, and completion rates and satisfaction.

Authority and Responsibilities

The committee serves to:

1. Ensure, protect and advance the educational quality of the University and its academic programs;

2. Monitor progress towards the University’s academic performance measures;

3. Advise the Board regarding major changes to the academic programs of the University, such as the creation, merger or closure of degree programs, schools or colleges within the University; and

4. Establish policies and procedures related to faculty appointment and tenure.

Composition

In addition to the Trustee members as appointed by the Board Chair, the Provost shall serve as an ex-officio, non-voting member of the committee.

Audit Committee Charter

Purpose and Mission

The Audit Committee, a standing committee of the Austin Peay State University Board of Trustees, provides oversight and accountability on all aspects of university operations. The committee will assist the Board in fulfilling its oversight responsibilities by reporting regularly to the Board about Audit Committee activities and issues that arise with such recommendations as the committee deems appropriate. The Audit Committee will provide for open communications among the Board, university senior management, and the Tennessee Comptroller’s Office auditors regarding audit matters.

The Audit Committee will provide oversight in the following areas:

• Audit engagements with the Tennessee Comptroller’s Office, including the integrity of financial statements and compliance with legal and regulatory requirements.

• Audit engagements with external auditors.

• Internal Audit administration and activities.

• Management’s internal controls and compliance with laws, regulations and other requirements.

• Management’s risk and control assessments.

• Fraud, waste and abuse prevention, detection, and reporting.

• Review the university’s Code of Conduct.

• Other areas as directed by the Board.

Authority

The Audit Committee has the authority to conduct or authorize audits or investigations into any matter within its scope of responsibility. The scope of internal auditing extends to all aspects of university operations and beyond fiscal boundaries. The committee is authorized to:

• Seek any information it requires from employees or external parties. Employees are directed to cooperate with the committee’s requests.

• Have access to all books, records and physical properties of Austin Peay State University.

• Meet with Board and university officials, external and internal auditors, legal counsel, or others as necessary.

• Delegate authority to subcommittees, providing that such decisions by any subcommittee are presented to the full committee at its next scheduled meeting.

Responsibilities

The Board employs a person qualified by training and experience to serve as the Chief Audit Officer, who reports directly to the Audit Committee and the Board of Trustees. The Chief Audit Officer coordinates audit activities with the Tennessee Comptroller of the Treasury and with any other external auditors. The Audit Committee facilitates any audit and investigative matters, including advising auditors and investigators of any information the committee may receive pertinent to these matters.

The Audit Committee will carry out the following duties for the Board and Austin Peay State University and will report to the Board about Audit Committee activities and issues that arise with such recommendations as the committee deems appropriate:

Tennessee Comptroller’s Office Audits

• • Understand the scope and approach used by the auditors in conducting their examinations.

  • Review results of the Comptroller’s examinations of financial statements and any other matters related to the conduct of the audits.

  • Review with management and legal counsel any legal matters (including pending litigation) that may have a material impact on the financial statements, and any material reports or inquiries from regulatory or governmental agencies.

  • Resolve any differences between management and the Comptroller’s auditors regarding financial reporting.

  • Meet, as needed, with the Comptroller’s auditors to discuss any matters that the Audit Committee or auditors deem appropriate.

  • Work with management and staff, as needed, to ensure implementation of audit recommendations.

External Audits

• • Understand the scope and approach used by the external auditors in conducting their examinations.

  • Review results of the external auditors’ examinations and any other matters related to the conduct of the audits.

  • Meet, as needed, with the external auditors to discuss any matters that the Audit Committee or auditors deem appropriate.

Internal Audit Activities

• • Ensure that the Chief Audit Officer has direct and unrestricted access to the committee chair and other committee members.

  • Review and approve the charter for the university’s Internal Audit function.

  • Review and approve the annual audit plans for the university’s audit function, including management’s request for unplanned audits.

  • Receive and review significant results of internal audits performed.

  • Review the results of the year’s work with the Chief Audit Officer.

  • Work with management and staff, as needed, to ensure implementation of audit recommendations.

  • Ensure the internal audit function maintains a quality assurance and improvement program, including internal procedures and assessments and a periodic external quality assessment of conformance with the Institute of Internal Auditors’ International Standards for the Professional Practice of Internal Auditing.

Internal Audit Administration

• • Review the Chief Audit Officer’s administrative reporting relationship to the President of Austin Peay State University to assure not only that independence is fostered, but adequate resources in terms of staff and budget are provided to enable the department to effectively perform its responsibilities. The President has administrative authority for approval of the Chief Audit Officer’s time, travel and other expenses of the Office of Internal Audit. Additionally, the President may initiate a performance evaluation of the Chief Audit Officer at the request of the Audit Committee or Chair of the committee. This administrative reporting relationship is meant to facilitate administrative activities and does not diminish the Chief Audit Officer’s reporting relationship to the Audit Committee and the Board of Trustees.

  • Review and approve the appointment, compensation, reassignment, or dismissal of the Chief Audit Officer

  • Review and approve the compensation and termination of internal audit staff.

Risk, Internal Control and Compliance

• • Consider the effectiveness of management’s internal control system and compliance with laws and regulations, including computerized information system controls and security.

  • Understand the scope of internal and external auditors’ reviews of internal controls over financial reporting.

  • Make recommendations to improve management’s internal control and compliance systems to ensure the safeguarding of assets and prevention and detection of errors and fraud. The components of the control system are:

    1. Control environment—creating a culture of accountability;

    2. Risk assessment—performing analyses of program operations to determine if risks exist;

    3. Control activities—taking actions to address identified risk areas;

    4. Information and communication—using and sharing relevant, reliable, and timely information; and

    5. Monitoring—tracking improvement initiatives and identifying additional actions needed to further improve program efficiency and effectiveness.

  • Review and evaluate risk assessments performed by management of Austin Peay State University.

Fraud

• • Ensure that the Board, and the management and staff of the Board and Austin Peay State University take all reasonable steps to prevent, detect, and report fraud, waste and abuse.

  • Formally and regularly inform management of their responsibility for preventing, detecting, and reporting fraud, waste and abuse.

  • Establish a process for employees, taxpayers and other citizens to confidentially report suspected illegal, improper, wasteful or fraudulent activity.

  • Inform the Comptroller of the Treasury of assessments of controls to reduce risks of fraud.

  • Promptly report indications of fraud to the Comptroller of the Treasury.

Other

• • Review and assess the adequacy of the Audit Committee’s charter annually, requesting Board approval for proposed changes.

  • Ensure the receipt, retention and resolution of complaints regarding accounting, internal controls or auditing matters.

  • Review the university’s Code of Conduct policy to ensure it is readily available to all employees, easy to understand and implement, enforced, and provides a confidential means of reporting violations. The Code of Conduct should remind management and staff of the need to:

    1. Maintain the highest level of integrity in regards to financial operations.

    2. Avoid preparing or issuing fraudulent or misleading information.

    3. Protect university assets from fraud, waste or abuse.

    4. Comply with all relevant laws, rules, policies and procedures.

    5. Avoid engaging in activities which would otherwise bring dishonor to the university.

  • Review the Board’s policy regarding conflict of interest to ensure that “conflict of interest” is clearly defined, guidelines are comprehensive, annual signoff is required for those in key positions and procedures are in place to ensure potential conflicts are adequately resolved and documented.

Membership

Tennessee Code Annotated, Section 49-8-201, includes the requirements for the appointment and terms of public members of the Austin Peay State University Board of Trustees Members of the committee and chair shall be appointed by the Board Chair. The Audit Committee shall consist of at least one member, preferably the chair of the committee, who shall have accounting and financial management expertise and other members who are generally knowledgeable in financial, management, and auditing matters. In addition to the Trustees nominated to the committee, the Board may select one or more certified public accountants or other qualified citizens who are not members of the Board to serve on the Audit Committee. The committee shall have at least three members.

Independence

Each member shall be free of any relationship that would give the appearance of a conflict or that would interfere with his or her exercise of independent judgment.

Education

The university senior management and the Internal Audit Office are responsible for providing the committee with educational resources related to accounting principles, internal controls, applicable policies, and other information that may be requested by the committee to maintain appropriate financial and compliance literacy.

Meetings

The Audit Committee shall meet as necessary, but at least annually. Minutes of these meeting should be maintained. The committee may invite management, auditors, or others to attend and provide relevant information. Meeting agendas will be provided to members in advance, along with appropriate briefing materials. Minutes will be prepared. A majority of the members of the committee shall constitute a quorum for the transaction of business. The committee shall also meet at the request of the Comptroller of the Treasury.

The Audit Committee shall follow the public notice requirements of the Board. All meetings of the Committee shall be subject to the open meetings provisions of Tennessee Code Annotated, Title 8, Chapter 44, except that, as provided by Tennessee Code Annotated, Section 4-35-108(b), the committee may hold confidential, nonpublic executive sessions to discuss:

1. Items deemed not subject to public inspection under Tennessee Code Annotated, Sections 10-7-503 and 10-7-504, and all other matters designated as confidential or privileged under this code;

2. Litigation;

3. Audits or investigations;

4. Information protected by federal law; and

5. Matters involving information under Tennessee Code Annotated, Section 4-35-107(a), where the informant has requested anonymity.

Source: March 30, 2017 Board of Trustees meeting; Approved March 9, 2018 Board of Trustees meeting; Approved March 18, 2022 Board of Trustees meeting;

Business and Finance Committee Charter

Purpose

The Business and Finance Committee provides oversight for the University’s finance, business, administration and facilities activities. The Committee advises the Board on the state of the University’s financial operations, budget, student fees, personnel policies and facilities.

Authority and Responsibilities

The Committee is responsible for formulating and recommending action in all matters relating to finance, business, administration, receipt of donations, facilities and fiscal oversight. Specifically, the Committee shall have responsibility to provide oversight in the following areas and recommend for approval the following actions to the Board:

1. University’s annual operating and capital budgets.

2. Student tuition and fee rates.

3. Fiscal procedures and rules for maintaining bank accounts, draw vouchers and checks for expenditures through disbursing officers.

4. Debt issuances.

5. Facilities Master Plan.

6. Lease, purchase and disposal of real estate.

7. Personnel policy matters requiring Board approval.

Composition of the Committee

In addition to the Trustee members as appointed by the Board Chair, the Vice President of Business and Finance of the University shall be an ex-officio, non-voting member of the committee.

Student Affairs Committee Charter

Revised 3/18/2022

Purpose

The Student Affairs Committee oversees matters related to student success including services and resources to increase recruitment, retention, completion rates and satisfaction. Specifically, the committee facilitates the Board of Trustee's commitment to the University' vision of being the region’s university of choice for those seeking to improve their lives. We will achieve this vision through studentcentered teaching, unique developmental opportunities, and our focus on innovative research, and public service. The committee, in collaboration with student affairs professionals, strives to advance the mission of the University as a mission-driven, community-minded institution that provides transformational experiences through innovative, creative, and scholarly activities. We welcome and inspire an inclusive community of learners to make a positive impact regionally and globally.

Authority and Responsibilities

The committee serves to establish policies, programs, and procedures affecting students and campus life, including but not limited to student conduct, student housing, campus environment, and student engagement that seek to enhance the educational experiences for all students.

Composition

In addition to the Trustee members as appointed by the Board Chair, the Vice President for Student Affairs shall serve as an ex-officio, non-voting member of the committee.