[D.] Independent Audit Committee
§304A-321 Independent audit committee; established; powers; duties. (a) There is established within the board of regents of the University of Hawaii an advisory body to be known as the independent audit committee.
(b) The independent audit committee shall consist of at least three members but no more than five members who shall be appointed by the chairperson of the board of regents, from among the members of the board of regents, except as provided in this subsection. The chair of the independent audit committee shall be selected in a manner consistent with the bylaws of the board of regents.
The independent audit committee shall include one or more individuals with financial expertise.
(c) The board of regents shall generally:
(d) The independent audit committee shall be exempt from chapter 91 and part I of chapter 92 to the extent that the independent audit committee is engaging in discussions with internal or external auditors on matters that should remain confidential in accordance with nationally recognized best practices for independent audit committees, or in proceedings arising from an investigation by the independent audit committee relating to potentially actionable civil or criminal conduct, regardless of whether the investigation is pending or outstanding. At the discretion of the chair of the independent audit committee, discussions under this subsection may be held in the absence of the president of the University of Hawaii or the chief financial officer of the university.
(e) The independent audit committee shall undertake professional development to improve the financial expertise of the independent audit committee as a whole, including:
(f) The independent audit committee shall engage in oversight relating to enterprise risk management including:
(g) The independent audit committee shall hold meetings as needed to address matters on its agenda, not less frequently than twice per year. The independent audit committee may request the president of the University of Hawaii or others to attend its meetings or to provide pertinent information as necessary. The board of regents shall provide in the charter of the independent audit committee for the independent audit committee to take action between meetings by unanimous consent.
(h) The independent audit committee shall review its effectiveness annually and shall prepare, or oversee the preparation of, an annual report to the board of regents.
(i) The annual report of the independent audit committee shall address other matters affecting the management and organization of the University of Hawaii by engaging in functions, including:
(j) The independent audit committee shall also review with any external auditor and the chief financial officer of the university matters affecting internal control and an internal audit, including:
(k) The independent audit committee shall also review matters affecting the accounting policies and procedures of the University of Hawaii by:
(l) The independent audit committee shall review the University of Hawaii's antifraud programs and controls and aid in discovering and remedying incidences of fraud.
(m) Notwithstanding part V of chapter 378, the independent audit committee shall review:
provided that any person who makes a complaint covered by this section shall be accorded the same protections as under part V of chapter 378.
(n) With regard to internal control and any internal audit, the independent audit committee shall also:
(o) For internal audits, the independent audit committee shall review the following with the president of the University of Hawaii and the chief financial officer of the university:
(p) Internal auditors shall meet separately with any external auditor to coordinate audit plans to optimize the ability of the external auditor to rely upon the results of the internal audit team.
(q) The independent audit committee shall annually evaluate the performance of any internal audit, including:
(r) Subject to approval by the board of regents, the independent audit committee shall select one or more external auditors to be retained by the University of Hawaii. The independent audit committee shall:
(s) The independent audit committee shall review all material written communications between any external auditor and the president of the University of Hawaii, including any management letter or schedule of unadjusted differences.
(t) The independent audit committee shall annually evaluate any external auditor; provided that communications with the external auditor in the evaluation shall be done so as to maintain the open flow of communication between the external auditor and the independent audit committee.
(u) The independent audit committee shall review the following matters relating to any annual audit with the president of the University of Hawaii and any external auditor:
(v) The independent audit committee may hire external auditors, legal counsel, or other consultants as necessary, to address any issues arising from:
(w) The independent audit committee shall submit an annual report to the board of regents and the legislature no later than twenty days prior to the convening of each regular session of the legislature on matters that include the following: