Mandate and Responsibilities

The Global College of Education Specialists (GCES) Board of Directors (“Board”) bears responsibility for the stewardship of The Global College of Education Specialists (GCES) (the” College”). To discharge that responsibility, the Board is obligated by the Membership of the College to supervise the management of the business and affairs of the College. The Board’s supervisory function involves Board oversight or monitoring of all significant aspects of the management of the College’s business and affairs.

Financial reporting and disclosure by the College constitute a significant aspect of the management of the College‘s business and affairs. The objective of the Board’s monitoring of the College’s financial reporting and disclosure (the “Financial Reporting Objective”) is to gain reasonable assurance of the following:

  • That the College complies with all applicable laws, regulations, rules, policies, and other requirements of governments, regulatory agencies relating to financial reporting and disclosure.
  • That the accounting principles, significant judgments, and disclosures that underlie or are incorporated in the College’s financial statements are the most appropriate in the prevailing circumstances.
  • That the College’s quarterly and annual financial statements are accurate; present fairly the College’s financial position as a result of its operations in accordance with generally accepted accounting principles and together with management discussion, and analysis of the annual information, constitute a fair presentation of College’s financial condition.
  • That appropriate information concerning the financial position and performance of the College is disseminated to the public in a timely manner. The Board is of the view that the Financial Reporting Objective cannot be reliably met unless the following activities (the “Fundamental Activities”) are conducted effectively:
    • The College’s accounting functions are performed in accordance with a system of internal financial controls designed to capture and record properly and accurately all of the Corporation’s financial transactions.
    • The College’s accounting functions are performed in accordance with a system of internal financial controls designed to capture and record properly and accurately all of the Corporation’s financial transactions.
    • The College’s internal financial controls are regularly assessed for effectiveness and efficiency.
    • The College’s quarterly and annual financial statements are properly and promptly prepared by management.
    • The financial components of the College’s Disclosure Policy are complied with/by management and the Board.

To assist the Board in its monitoring of the College’s financial reporting and disclosure, the Board has established in accordance with the By-Laws and hereby continues the existence of, a committee of the Board known as the Audit Committee (the “Committee”). The Committee shall develop and present to the Board for the Board’s approval a process which, amongst other things, will describe the activities in which the Committee will engage for the purpose of gaining reasonable assurance that the Fundamental Activities are being conducted effectively and that the Financial Reporting Objective is being met.

Composition of Committee

  • The Committee shall be appointed annually by the Board and consist of at least three (3) members from among the directors of the College.
  • All members of the Committee shall be financially literate in understanding the participators of financial information.
  • The Board shall designate the Chair of the Committee upon the recommendation of the Nominating Committee.

Reliance on Experts

  • In contributing to the Committee’s discharging of its duties under this mandate, each member of the Committee shall be entitled to rely in good faith upon.
  • Financial statements of the College represented to him or her by an officer of the College or in a written report of the external auditors to present fairly the financial position of the Corporation in accordance with generally accepted accounting principles.
  • Any report of a lawyer, accountant, appraiser, or another person whose profession lends credibility to a statement made by any such person.

Limitations on Committee's Duties

In contributing to the Committee’s discharging of its duties under this mandate, each member of the Committee shall be obliged only to exercise the care, diligence, and skill that a reasonably prudent person would exercise in comparable circumstances. Nothing in this mandate is intended or may be construed, to impose on any member of the Committee a standard of care or diligence that is in any way more onerous or extensive than the standard to which all Board members are subject. The essence of the Committee’s duties is monitoring and reviewing to gain reasonable assurance (but not to ensure) that the Fundamental Activities are being conducted effectively and that the Financial Reporting Objective is being met and to enable the Committee to report thereon to the Board.

II AUDIT COMMITTEE MANDATE

The Audit Committee’s Mandate outlines how the Committee will satisfy the requirements set forth by the Board in its mandate. This Mandate comprises:

  • Operating Principles
  • Operating Procedures
  • Specific Responsibilities and Duties

A. Operating Principles

The Committee shall fulfill its responsibilities within the context of the following principles:

  • Committee Values
    The Committee expects the management of the College to operate in compliance with the College’s Code of Conduct and policies; with laws and regulations governing the College and to maintain strong financial reporting and control processes.
  • Communications
    The Chairperson and members of the Committee expect to have direct, open, and frank communications throughout the year with management, other Committee Chairpersons, the External Auditors, the Internal Auditor, and other Key Committee advisors as applicable.
  • Financial Literacy
    All Committee members shall have the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the College’s financial statements.
  • Annual Audit Committee Work Plan
    The Committee, in consultation with management and the external auditors, shall develop an annual Audit Committee Work Plan responsive to the Committee’s responsibilities as set out in this Mandate.
    In addition, the Committee, in consultation with management and the external auditors, shall develop and participate in a process for review of important financial topics that have the potential to impact the College’s financial disclosure.
  • Meeting Agenda
    Committee meeting agendas shall be the responsibility of the Chairperson of the Committee in consultation with Committee members, senior management, and the external auditors.
  • Committee Expectations and Information Needs
    The Committee shall communicate its expectations to management and the external auditors with respect to the nature, timing, and extent of its information needs. The Committee expects that written materials will be received from management and the external auditors at least one week in advance of meeting dates.
  • External Resources
    To assist the Committee in discharging its responsibilities, the Committee may, in addition to the external auditors, at the expense of the College, retain one or more persons having special expertise.
  • In-Camera Meetings
    At each meeting of the Committee, the members of the Committee shall meet in a private session with the external auditors; with management; and with the Committee members only. The Committee shall meet in private session as often as it deems necessary, but, in any event, no less than twice per year.
  • Reporting to the Board
    The Committee, through its Chairperson, shall report after each Committee meeting to the Board at the Board’s next regular meeting.
  • Committee Self Assessment
    The Committee shall annually review, discuss and assess its own performance. In addition, the Committee shall periodically review its role and responsibilities.
  • The External Auditors
    The Committee expects that, in discharging their responsibilities to the membership, the external auditors shall be accountable to the Board through the Audit Committee. The external auditors shall report all material issues or potentially material issues to the Committee.

B. Operating Procedures

  • The Committee shall meet at least four times annually, or more frequently as circumstances dictate. Meetings shall be held at the call of the Chairperson, upon the request of two (2) members of the Committee or at the request of the external auditors.
  • A quorum shall be a majority of the members.
  • Unless the committee otherwise specifies, the Secretary or Assistant Secretary of the College shall act as Secretary of all meetings of the Committee.
  • In the absence of the Chairperson of the committee, the members shall appoint an acting Chairperson.
  • A copy of the minutes of each meeting of the Committee shall be provided to each member of the Committee and to each director of the Corporation in a timely fashion.

To fulfill its responsibilities and duties, the Committee shall:

C. Financial Reporting

  • Review the College’s annual and quarterly financial statements with management and the external auditors to gain reasonable assurance that the statements are accurate, complete, represent fairly the College financial position and performance, and together with management’s discussion and analysis the annual information to ensure fair presentation of the College’s financial condition and report thereon to the Board before such financial statements are approved by the Board.
  • Receive from the external auditor’s reports on their review of the annual and quarterly financial statements.
  • Receive from management a copy of the representation letter provided to the external auditors and receive from management any additional representations required by the Committee.
  • Review and, if appropriate, recommend approval to the Board of all public disclosure documents containing material audited or unaudited financial information, including material change disclosures of a financial nature.
  • Satisfy itself that adequate procedures are in place for the review of the College’s disclosure of financial information extracted or derived from the College’s financial statements in order to satisfy itself that such information is fairly presented and periodically assess the adequacy of these procedures.

D. Accounting Policies

  • Review with management and the external auditors the appropriateness of the College’s accounting policies, disclosures, reserves, key estimates, and judgments, including changes or variations thereto, and obtain reasonable assurance that they are presented fairly in accordance with generally accepted accounting principles.
  • Review major issues regarding accounting principles and financial statement presentation including any significant changes in the selection or application of accounting principles to be observed in the preparation of the accounts of the College.

E. Risk and Uncertainty

  • Acknowledging that it is the responsibility of the Board, in consultation with management, to identify the principal business risks facing the College and the College’s tolerance for risk and approve risk management policies, the Committee shall focus on financial risk and gain reasonable assurance that financial risk is being effectively managed or controlled by:
    • Reviewing with management the College’s tolerance for financial risk.
    • Reviewing with management its assessment of the significant financial risks facing the College.
    • Reviewing with management the College’s policies and any proposed changes thereto for managing those significant financial risks.
    • Reviewing with management its plans, processes and programs to manage and control such risks.

F. Financial Controls

  • Review the plans of the internal and external auditors to gain reasonable assurance that the combined evaluation and testing of internal financial controls are comprehensive, coordinated, and cost-effective.
  • Receive regular reports from management, the external auditors, and its legal department on all significant deviations or indications/detection of fraud and the corrective activity undertaken in respect thereto.

G. Relationship with External Auditors

  • Recommend to the Board the nomination of the external auditors.
  • Recommend to the Board the remuneration and the terms of engagement of the external auditors.
  • Review the performance of the external auditors annually or more frequently as required.
  • Receive a report annually from the external auditors with respect to their independence, such report to include a disclosure of all engagements (and fees related thereto) for non-audit services by the College.
  • Establish a policy under which management shall bring to the attention of the Chairperson of the Committee all requests for non-audit services to be performed by the external auditors for the College before such work is commenced. The Chairperson is authorized to approve all such requests, but if any such service exceeds $5000 in fees, or the service is of a sensitive or unusual nature, the Chairperson shall consult with the Committee before approving the service. The Chairperson has the responsibility to inform the Committee of all pre-approved services at its next meeting.
  • Review with the external auditors the scope of the audit, the areas of special emphasis to be addressed in the audit, the extent to which the external audit can be coordinated with internal audit activities, and the materiality levels which the external auditors propose to employ.
  • Meet regularly with the external auditors in the absence of management to determine that no management restrictions have been placed on the scope and extent of the audit examinations by the external auditors or the reporting of their findings to the Committee.
  • Establish effective communication processes with management and the College’s internal and external auditors to assist the Committee to monitor objectively the quality and effectiveness of the relationship among the external auditors, management, and the Committee;
  • Oversee the work of the external auditors and the resolution of disagreements between management and the external auditors with respect to financial reporting.
  • Request that the external auditors provide to the Committee, at least annually, an oral and/or written report describing the external auditors’ internal quality assurance policies and procedures as well as any material issues raised in the most recent internal quality assurance reviews.