Audit Committee Charge

Audit Committee Charge – May 2025

Purpose and Strategic Role

The Audit Committee is a standing committee of the Board that assists the Board in discharging its fiduciary responsibilities by overseeing CRL’s annual financial audit, compliance reporting, and risk management, in accordance with CRL’s bylaws.

The committee, in accord with CRL’s bylaws, works in partnership with CRL management, independent external auditors, and the Board of Directors.

Key Responsibilities

  • Annual Financial Audit: Oversee the Center’s annual financial audit, including recommending and retaining independent external auditors, meeting with the auditors to discuss the audit, reviewing the Center’s audited financial statements, and assessing the effectiveness of the audits and the auditors.
  • Compliance Reporting: Oversee the filing of annual financial reports and registration materials with the Illinois Secretary of State’s office.
  • Institutional Compliance: Review institutional policies and compliance with respect to conflicts of interest and other policies relating to institutional compliance with laws.
  • Risk Management: Oversee general risk management issues.
  • Additional Duties: Perform such other related activities as may be assigned by the Board.

Composition and Membership

  • Chair: Appointed by the Board of Directors in accordance with Article 8, Section 1.
  • Members: Three members of the Board of Directors, appointed by the Board of Directors in accordance with Article 8, Section 1. Term length to be determined by the Governance Committee.
  • Ex Officio Members: The President of CRL and the Chief Operating Officer of CRL.

Operational Framework

  • Meeting Cadence: As required.
  • Reporting Structure: Recommendations and reports are submitted by the Committee Chair to the CRL Board of Directors. Per Article 8, Section 1.4, the committee keeps accurate and complete meeting minutes included in the minute books of the Center.
  • Staff Support: The President's office and the office of the COO.

  • Authority

    • Established as a Standing Committee under Article VIII of the CRL Bylaws (as amended 19 May 2025).
    • See also the CRL Governance Manual for guidance on process and parliamentary procedure.

Document Information

Document Title: Audit Committee Charge

Effective Date: (May 20, 2025)

Responsible Party: Board of Directors