Terms of reference of the Oversight Advisory Committee
(Adopted by the Committee of Ministers on 2 April 2014
at the 1196th meeting of the Ministers' Deputies)
The Committee of Ministers,
Determined to strengthen further internal and external control mechanisms which are essential for ensuring effective and efficient management and governance of the Council of Europe;
Having regard to the recommendations and comments of the independent external review of the Audit Committee arrangements commissioned by the Secretary General;
Having regard to Resolution CM/Res(2011)1 on the revised terms of reference of the Audit Committee;
Recognising the need for enhancing the Council of Europe oversight mechanisms to provide the member States with assurances that the Organisation’s controls are in place and operating;
Recognising the need for strengthening the evaluation culture within the Organisation;
Considering that the terms of reference of the Audit Committee should reflect international best practice and allow the Audit Committee to make an even greater contribution to the good governance of the Organisation;
Considering that the Audit Committee should be renamed into Oversight Advisory Committee to more accurately reflect its role and its various oversight functions,
1. adopts the terms of reference of the Oversight Advisory Committee contained in the appendix to this resolution;
2. decides that the administrative costs of the Oversight Advisory Committee shall be funded through the Ordinary Budget;
3. agrees that Resolution CM/Res(2011)1 will be replaced by the present resolution from the date of its adoption.
Appendix to Resolution CM/Res(2014)3
Terms of reference of the Oversight Advisory Committee of the Council of Europe
1. Guiding principle
An Oversight Advisory Committee shall be established by the Committee of Ministers to exercise an independent appraisal function as defined in Article 2 below. It shall perform this function through independent appraisal of internal and external control systems and of follow-up given to Internal Oversight and External Audit recommendations. The work of the Oversight Advisory Committee shall be conducted in accordance with internationally accepted best practices and in compliance with Council of Europe policies, rules and regulations.
2. Role of the Committee
The Oversight Advisory Committee shall serve in an expert advisory capacity and report to the Committee of Ministers and may advise the Secretary General, as appropriate within the limits of his or her responsibilities:
(i) on the scope, adequacy, efficiency and effectiveness of the Organisation’s system of internal and external controls, as well as risk management, including the evaluation and internal audit functions, the external audit functions and the implementation of their recommendations;
(ii) on the quality of financial reporting and accounting policies, on the basis of the reviews by the internal and external auditors;
(iii) on all corporate governance issues relating to the system of internal and external controls and its performance; and
(iv) on any matters of policy requiring corrective action and improvements in the area of controls, including appraisal of policies, procedures, evaluation, audit, investigation and risk management.
In accordance with the Deputies’ decision of 8 July 2009 (CM/Del/Dec(2009)1063/11.2) amending the procedure for the appointment of the External Auditor, the Oversight Advisory Committee shall provide an advisory opinion to the Committee of Ministers on the conformity of the candidatures received with the selection criteria.
3. Membership of the Committee
(i) The Oversight Advisory Committee shall be composed of five members, who shall collectively possess relevant professional, financial, managerial and organisational qualifications, with senior-level expertise in accounting and financial reporting, auditing, evaluation, organisational governance and accountability, risk management, internal control, fraud prevention and investigation.
(ii) The members of the Oversight Advisory Committee shall be fully independent of the Council of Europe and national governments of the Council of Europe member States. While members of the committee, they shall not hold a position nor engage in any activity that could impair their independence from the Council of Europe or other entities maintaining a working relationship with the Organisation. While members of the committee and for a period of two years prior to appointment, neither they nor members of their family shall be employed by the Council of Europe. Members of the committee will not be eligible for employment with the Council of Europe for a period of two years immediately following the last day of their tenure on the Oversight Advisory Committee. The members of the committee shall sign conflict of interest declarations in relation to private, financial and other interests in a form required by the Council of Europe, on appointment and annually.
(iii) The Committee of Ministers shall appoint the five members of the Oversight Advisory Committee upon proposal of member States; the Secretary General may propose one candidate.
(iv) The members of the committee shall elect the chairperson, who will serve in that capacity for a term of one year, renewable twice. Other parties may be requested to attend the meetings of the committee for specific agenda items but they shall not be members of the committee.
4. Terms of appointment
The members of the Oversight Advisory Committee shall serve for terms of three years, renewable once.
5. Rules and procedures
(i) The Oversight Advisory Committee shall decide on its own rules of procedure and communicate them to the Committee of Ministers. It shall normally meet for its regular sessions three times a year. Any three members shall constitute a quorum for meetings. Additional meetings may be scheduled on an ad hoc basis if necessary. The chairperson of the committee shall determine the timing of meetings and the need for any additional meetings in the course of the year. He/she shall also set the agenda of the meetings, taking into account relevant requests of the Committee of Ministers. The Oversight Advisory Committee shall be able to call upon Council of Europe officials and request meetings with other parties as it deems necessary to obtain information relevant to its work. In particular, the Director of Internal Oversight and the External Auditor shall be readily available to respond to inquiries and make presentations to the committee. The Director of the Internal Oversight shall meet with the committee at least once a year without the presence of the management; such restricted meetings can also take place with the external auditor and other parties, as appropriate. In performing their functions, the members of the committee shall neither seek nor receive instructions from any government authorities. They shall act fully independently of any individual Council of Europe bodies and structures, and shall be guided solely by their expertise and professional judgement, with due regard to the relevant decisions of the Committee of Ministers. Members of the Oversight Advisory Committee serve in their personal capacity and cannot be represented by alternate attendees.
(ii) The annual work programme and related budget of the evaluation and internal and external audit functions shall be brought to the attention of the Oversight Advisory Committee.
(iii) The Oversight Advisory Committee shall adopt its recommendations on a consensual basis. In the case of dissent among committee members, the conclusions of the chairperson in charge of the meeting, together with the dissenting opinion, shall be presented in the subsequent committee report.
6. Access to documents
The Oversight Advisory Committee shall have access to all records and documents of the Organisation, including audit and evaluation reports, investigations, and work documents of the Directorate of Internal Oversight as well as the reports and management letters from the External Auditor. Committee members shall sign non-disclosure statements at the beginning of their tenure.
(i) The Oversight Advisory Committee shall submit an annual report to the Committee of Ministers, covering the areas defined in paragraph 2 of the current resolution and including the Organisation’s responsiveness to its observations and recommendations.
(ii) The Oversight Advisory Committee may also submit ad hoc reports to the Committee of Ministers as necessary.
(iii) The Secretary General shall be given the opportunity to comment on all reports prior to their submission. Comments of the Secretary General, which he/she deems necessary, shall be incorporated in the relevant reports.
(iv) The Oversight Advisory Committee shall review its terms of reference at least every three years and report as appropriate to the Committee of Ministers.
(i) The Oversight Advisory Committee shall be provided with administrative and secretarial support as and when required.
(ii) Members of the Oversight Advisory Committee shall be reimbursed travel and subsistence costs in accordance with Council of Europe administrative rules and regulations; they will receive no fees.