Audit Committee (AC)
1 January 2022 to 31 December 2022
(Overall charge, purpose, or focus of this committee in helping the PMI Board to do its job.)
The Audit Committee is responsible for monitoring PMI's performance and risk exposure, in accordance with Rule of the Board 6.3, Organizational Monitoring. It also serves as a communication channel between the PMI Board and two Board committees: Ethics Review Committee and Board Volunteer Appointment Committee.
(Products the committee is tasked to produce.)
- Review and align on committee charter, including the roles and responsibilities section, and the work plan during the first committee meeting.
- Annually, review committee charter and deliverables for subsequent year for Board approval.
- Assess, monitor and report on progress toward attainment of Strategic Plan including review of PMI's President and CEO (CEO) adjustments to measures, targets and ranges, as needed.
- Review and recommend changes or concur with CEO on Operation Plan and Budget (OPB) alignment to PMI's strategic plan. Review subsequent year OPB and report results to full Board.
- Identify key initiatives from the OPB to be included in the regular reports to the Board of Directors.
- Monitor and review BVAC and ERC submissions to the Board.
- Review Financial Reports on a monthly basis and distribute to the full Board at least quarterly.
- Review the Enterprise Dashboard and distribute to the full Board on quarterly basis.
- Review annual external financial audits of PMI and subsidiaries including engaging in pre- and post-audit conferences with independent financial auditors and executive staff.
- Monitor and assure strategic risks and annually review the enterprise risk framework.
- Review annual internal audit plan and related audit reports. Ensure that internal audit plan addresses key Institute risks, policy compliance and a review of internal controls.
- Review IRS Form 990 prior to Board delivery and submission to IRS.
- Review regular investment reports.
- Fulfill AC roles and responsibilities as defined in L1 Investment Policy.
- Fulfill AC roles and responsibilities as defined in L1 Risk Policy.
- Fulfill AC roles and responsibilities as defined in L2 Whistleblower Policy.
- Monitor PMI reserves as per Rule of the Board (ROB) 13.1.3 and L1 Reserve Policy.
- Accept and prioritize additional requests from the Board and other committees that are in line with AC's purpose.
- Regularly liaise with the Compensation Committee in its efforts to employ metrics needed to assess CEO performance for the purpose of performing its CEO evaluation responsibilities and determining CEO compensation.
- AC Chair will assign committee members to act as the liaisons to the BVAC Chair and ERC Chair.
- AC Chair will assign committee members to act as liaisons with External Audit and Internal Audit functions.
- Maintain the AC Handbook with a sense of continuous improvement. Capture recommendations for future Audit Committees.
Administrative and Reporting Requirements:
(Reports to PMI Board through whom, when, and how?)
- Written reports submitted to Executive Committee and the Board as needed.
- Oversee annual planning assumptions for Audit Committee budget.
Resources and Budget:
(In terms of budget, staff, etc.)
- PMI staff assigned by the PMI President & CEO
- Executive Liaison and Administrative Support – Assigned by the President & CEO
- Staff Liaison and other staff resources as assigned by the PMI President & CEO
- As approved in the annual budget (OPB)
Committee Composition and Terms:
- Committee Chair – elected by the Board
- Directors – assigned by the Board Chair in consultation with the Executive Committee (approved by the Board)
- Executive Liaison (CFO)
- Board Chair – Ex Officio
- PMI President & CEO – Ex Officio
Volunteer Requirements, Experience, and Skills:
- Same as for any director
Committee Chair and Contact Information:
E-mail Address: TBD
Committee Chair Roles and Responsibilities:
- Guides the committee in accomplishing the purpose and deliverables detailed in the charter and in accordance with established Institute policies. Keeps the committee focused.
- Ensures all committee members are fully oriented on the committee objectives, deliverables and roles/responsibilities at the committee's first meeting.
- Ensures all committee members are aware of and adhere to the processes and timing established by the PMI Board for placing items on the PMI Board agenda for discussion and deliberation, i.e., follow the PMI Board calendar; submit completed Board agenda template; ensure that committees have consensus approval of items before presentation to the PMI Board; ensure that Board agenda items are discussed and a straw vote taken in Board informal session; and ensure that motions are adjusted, as needed, before deliberation and voting in Board formal session.
- Works toward building a sense of trust, productivity, and camaraderie within the committee.
- Develops a work plan in coordination with the Executive Liaison and committee members that will allow the committee to effectively and efficiently discharge their responsibilities.
- Develops meeting agendas, in coordination with the Executive Liaison, using the standard agenda template.
- Conducts meetings of the committee and directs the communication for committee matters.
- Works with Executive Liaison to develop final reports, proposals and supporting documentation for the PMI Board and that the material presented to the PMI Board accurately reflects the committee’s work and is submitted in a timely fashion.
- Works to ensure that meeting notes capture consensus agreement items, highlights dissenting opinions and shows follow-up actions of the committee using the standard meeting notes template.
- Assigns tasks among committee members, as necessary.
- Promotes consistent participation and timely connection to all teleconference meetings and addresses non-productivity within the committee.
- Works with Executive Liaison to ensure committee work is carried out between meetings.
- Provides updates on committee's deliverables at Executive Committee meetings as requested by Chair.
- Provides updates to respective committees after Executive Committee meetings.
- Represents the committee at PMI Board meetings.
- Works toward building a sense of trust and productivity between committee members and other Board Standing Committees.
- Works with the Executive Liaison to review the charter mid-year and offer recommendations to Executive Committee for updates to the following year's charter, considering input from committee members.
- Transitions the incoming Committee Chair into the role.
Executive Liaison Roles and Responsibilities:
- Empowered to make decisions to support accomplishing the purpose and deliverables of the committee. Any direction of the committee that may suggest a change that impacts an Institute policy provision must be discussed with the Committee Chair and the President and CEO.
- Works in coordination with the Committee Chair to efficiently discharge the responsibilities of the committee.
- Coordinates all administrative duties and materials posted to Diligent in the AC folder.
- Works in coordination with the Committee Chair to develop agendas, set meeting dates and locations, and communicate meeting requirements using the following criteria:
- Meeting dates and locations should be determined as far in advance as possible.
- Meeting requests forms should be sent to the proper contact with all meeting requirements stated.
- Agendas should be developed using the standard agenda template and should include the meeting date, venue and meeting room on all agendas. If the meeting room name is not available at the time the agenda is distributed, then meeting attendees should be informed of the meeting room at check-in. The agenda should reflect what agenda items are tied to a stated deliverable in the charter.
- Handouts should be distributed to the team in advance of the meeting via the team's online community.
- Works in coordination with the Committee Chair to capture notes that reflect consensus agreements and follow-up actions using the standard format for meeting notes for Board Standing Committees.
- Works in coordination with the Committee Chair to ensure all reports, proposals, supporting documentation are developed in a professional and timely manner.
- Works in coordination with appropriate staff to ensure that any financial, ethical, legal, and strategic implications associated with any option brought to the PMI Board is identified and revealed during the preparatory stages and that these implications are reported on the Board agenda template.
- Ensure the materials in the AC folder in Diligent are properly stored and archived if necessary.
Applicable Governing Documents:
(In addition to the below, identify sections from PMI's governance documents specifically related to roles and responsibilities of this committee.)
- PMI Code of Ethics and Professional Conduct
- PMI Bylaws
- PMI Rules of the Board
- PMI Policies
- PMI Internal Audit Charter and Operating Manual