Rules of Procedure
(Adopted at the 49th Regular Session of the Board 30 June – 1 July 2005)
(Amended at the 35th Special Session on 7 December 2005)
(Amended at the 37th Special Session on 5 December 2007)
(Amended as of 27 February 2009)
Table of Contents
I. BACKGROUND
1. The Rules of Procedures of the Board of Auditors supplement the Article VII and Annex of the Financial Regulations and Rules of the United Nations , that provide the terms of reference governing the audit of the United Nations.
TopII. SESSIONS
2. The Board of Auditors of the United Nations, hereafter referred to as the Board, shall convene annually normally in the month of June or July at the United Nations Headquarters on days agreed to by the Board.
3. The Board may convene in like manner at such other times and places as may be necessary for the due performance of its duties or at the request of any member of the Board and as agreed to by the Board.
4. Two members, duly appointed to the Board by the General Assembly, shall constitute a quorum, but a member shall not be bound by any decision of policy taken in his/her absence unless he/she has had reasonable notice of the date of meeting and the matters to be considered. A member unable to attend a meeting of the Board may make his/her views on the matters to be considered known in writing, or through his/her representative, or by way of telephone or video-conferencing. The member may also request to state his/her views at a subsequent meeting.
5. A member is represented in his/her absence at a given meeting of the Board by a designated official other than his/her Director of External Audit and this representation shall be taken into consideration in order to establish the existence of a quorum. This designation shall be addressed in writing, to the Board’s Executive Secretary. Such designation shall confer upon the designated official all the powers and duties of the member making the designation, except those which he/she may have expressly reserved for himself/herself.
6. The Chairpersonship of the Board and of the Audit Operations Committee is based on the principle of equal sharing of the Chairpersonship, on a two-year rotational basis.
7. The Chairpersonship is assumed on 1 January every other year by the member following in seniority to the member whose Chairpersonship term ends on 31 December of the preceding year.
8. If the member appointed Chairperson under the provisions of paragraph 6 above decides not to serve, one of the other two members, commencing with the most senior one, shall assume the Chairpersonship for the full period or the remainder of the period, as the case may be, indicated in paragraph 6 above.
9. If the Chairpersonship becomes vacant due to the Chairperson ceasing to be a member of the Board or of the Audit Operations Committee, his/her successor shall assume the Chairpersonship for the full period or the remainder of the period, as the case may be, indicated in paragraph 6 above.
10. If the Chairperson for any reason is temporarily unable to act, the member with the longest past service on the Board shall assume the functions of the Chairpersonship for the time the Chairperson is unable to act.
11. The Chairperson shall:
(a) convene the session as provided in paragraph 1 and 2 above;
(b) prepare the provisional agenda for the meetings, with the assistance of the Executive Secretary, upon theadvice of the Audit Operations Committee;
(c) conduct the meetings of the session;
(d) vote only as member; and
(e) issue such correspondence on behalf of the Board as may be required.
TopIII. INDEPENDENCE AND ETHICS
12. The Board members, the Audit Operations Committee members and the auditors are independent of the management of the United Nations and its Funds and Programmes They neither seek nor receive instructions from an individual member state. Each Board member ensures that his/her auditors are perceived to be so independent, that they strive to be objective in dealing with the audit issues and that are free of personal interest and any external pressure, basing conclusions exclusively on audit evidence obtained in accordance with relevant standards.
13. The position of Board member, director of external audit or auditor for the Board is incompatible with any office, duties, mandate or participation in any organ of the United Nations, its funds and programmes and other entities audited by the Board. United Nations employees do not participate in the decisions related to the contents of the audits, draft management letters and reports.
14. Each Board Member ascertains that the conduct of his/her auditors shall be in conformity with the INTOSAI Code of Ethics and principles, IFAC Code of Ethics and other generally accepted professional standards.
15. A Board member, director of external audit or auditor shall disclose to the Board any close relationship with the United Nations, its funds and programmes and other entities audited by him/her, their directors, officers or employees.
16. A Board member, director of external audit or auditor should refrain from communicating their individual positions to third parties on such matters that are to be considered or are under consideration by the Audit Operations Committee or the Board.
17. A director of external audit or an auditor should not meet in an official capacity with Member State representatives and other third parties regarding the work of the Board or related thereto either directly or indirectly, without informing the AOC and obtaining its consent regarding any substantive position to be taken.
18. The deliberations and the minutes of the Board and of the Audit Operations Committee are confidential.
19. The Audit Operations Committee reports once a year to the Board on the implementation of this Section on Independence and Ethics.
TopIV. REPRESENTATION OF THE BOARD
20. As a rule, the Chairperson shall be the Board’s or the Audit Committee’s representative, but if for any reason it is impracticable for him/her to do so at any conference or meeting, one of the other two members, commencing with the most senior one, shall do so. This rule of procedure shall not be construed as restricting the right of any member to attend any such conference or meeting. It is the duty of the Chairperson and of the Executive Secretary to give notice to all members of the Board and of the Audit Operations Committee of any such conference or meeting.
21. The Board shall not be bound by any expression of personal opinion or voluntary undertaking by its member representative.
22. At the Fifth Committee of the General Assembly, or similar meetings of Governing Bodies or their subsidiary organs, the Board or the Audit Operations Committee shall normally be represented by the Chairperson. The Chairperson of the Board will be assisted, for replies to substantive questions, by the Chairperson of the Audit Operations Committee and/or the director of external audit representing the lead auditor. If the Chairperson of the Board and the other members of the Board are unable to attend a meeting, the Board shall be represented by the Chairperson of the Audit Operations Committee and/or the director of external audit representing the lead auditor.
23. Whenever the Board is represented before a committee or other body, it shall be the duty of the representative to make forthwith a written report to any member not present.
24. The Chairperson and the Executive Secretary shall promptly transmit to each member of the Board and of the Audit Operations Committee copies or summaries of all important communications issued or received by him/her.
TopV. AUDIT ASSIGNMENT ALLOCATION
25. The Board continually assesses whether the evolution of the United Nations institutions warrants a change in the audit assignment allocation and arrangements. In case the scope or structure changes fundamentally, the audit arrangements are considered and updated if necessary, on the advice of the Audit Operations Committee.
26. The Board shall annually, or whenever necessary, decide who will conduct each audit, on the advice of the Audit Operations Committee This allocation will then, in accordance with the United Nations Financial Regulations, be communicated to the Advisory Committee on Administrative and Budgetary Questions (ACABQ) for its concurrence, or to the concerned body when the ACABQ is not concerned.
27. During the performance of an audit allocated by the Board to a member, no undertaking, recommendation, or direction given to the Administration of any organization audited by the Board should be deemed to be that of the Board unless it is contained in a management letter duly considered by the Audit Operations Committee, or included in a Board’s report to the General Assembly or other appropriate body.
28. In the event that only two members participate in the performance of a function and they disagree, the circumstances and the respective opinions shall be jointly stated to the third member. No further action shall be taken until that member communicates his views.
TopVI. THE AUDIT OPERATIONS COMMITTEE
29. Each draft management letter or report is circulated by the director of external audit in charge of the audit to the other members. The absence of any comment within a period of five working days entails an implicit approval of the draft. A director of external audit may request a delay or a meeting of the Audit Operations Committee for further examination of a draft. Directors of External Audit should circulate draft management letters at appropriate times to give the other directors a reasonable opportunity to duly consider these drafts within the five working day period.
30. As a rule, each draft report is examined at a formal session of the Committee.
31. The Audit Operations Committee reaches agreement by consensus, or makes decisions by a majority of two of the three directors of external audit. The Executive Secretary does not take part in the vote.
32. A Board Member may designate in writing a representative ad interim, in exceptional cases, to the Audit Operations Committee, when the director of external audit is unavailable due to circumstances beyond his/her control. The representative ad interim enjoys the same powers as the director of external audit he or she represents. The members of the AOC should individually, and the AOC should collectively, plan its work in a manner that limits the need for such ad interim designations.
TopVII. CONDUCT OF THE AUDITS
33. . Each Board Member ascertains that the auditors have a thorough knowledge of, and experience in auditing and examining public sector operations in accordance with the International Standards on Auditing and the tasks entrusted to them, and a good working knowledge of at least one of the official working languages of the United Nations. As such, each auditor shall hold the designations and qualifications required within his or her nation to carry out the task of public or private sector external auditing in line with the afore-mentioned standards.
34. Each Member of the Board is free to determine the scope, methods and resources required to conduct an audit, in accordance with the framework, budget, strategic audit plan and audit manual of the Board. The objective should be to obtain the necessary assurance, in compliance with the applicable auditing standards and guidelines, in the most efficient manner.
35. The Board decides on requests from the Governing Bodies, ACABQ and the Administration to perform specific or additional audit work in line with the specific procedures adopted by the Board at its June 2004 session on this issue.
36. The Board Members shall not provide non-audit services to the United Nations unless formally decided by the Board.
TopVIII. REPORTS
37. In addition to the audit findings reflected in the management letters issued by the Directors of External Audit addressed to the Secretary-General or appropriate executive heads, the Board shall issue and transmit separate reports to the General Assembly, or other concerned governing bodies, in accordance with Financial Regulations 7.11 and 7.12:
Regulation 7.12: The reports of the Board of Auditors shall be transmitted to the General Assembly through the Advisory Committee, together with the audited financial statements, in accordance with any directions given by the Assembly. The Advisory Committee shall examine the financial statements and the audit reports and shall forward them to the Assembly with such comments as it deems necessary.
38. The reports of the Board to the General Assembly shall be prepared in draft form by the Audit Operations Committee for the review and approval by the Board at its sessions prior to submission to the ACABQ. The reports of the Board to other bodies shall also be prepared in draft form by the Audit Operations Committee for the review and approval by the Board at its sessions. In addition, each Director of External Audit has the responsibility to ensure that draft management letters and draft reports submitted to the AOC are of a high quality and of the same standard as when these audit outputs are, once adopted, transmitted to auditees.
39. Upon approval by the Board of the reports, the Executive Secretary shall distribute copies of the reports to the appropriate officials and committees or organs of the United Nations.
40. Reports of the Board shall be prepared in English. They are translated in the other working language of the United Nations (French) in accordance with Resolution 2(I) of 1 February 1946, and may be translated into the other languages by the United Nations, in accordance with the United Nations’ procedures.
41. Except with unanimous consent, the draft of a document to be signed by the Board shall not be considered until the members have had five working days to study it. After a report is signed by the Board members, no alterations may be made in the text, save to correct typographical or other obvious errors, without the consent of the Board.
42. The Chairperson of the Board and the Member who is the lead auditor are designated as such in the pages signed by the Board members.
43. In the event that an audit opinion or report of the Board is signed by less than the three members, there shall be associated therewith a certificate of the other member or members of the Board to the effect that the relative audit programme had been approved by the Board and that all special instructions given by the Board were carried out.
44. In the event that a member dissents from a decision or conclusion of the majority of the Board, he/she must:
(a) direct that the fact of his/her dissent be officially noted in the records of the Board; or
(b) direct that, in addition, the reasons for his/her dissent be recorded in the records of the Board; or
(c) set out in the report, with or without a statement or reasons, the fact that his/her certificate is
to be regarded as qualified with respect to the particular matter;
and, regardless of the mode he/she selects to record his/her dissent, the other members shall so conduct themselves that all views are fairly represented in the event of any questions arising with respect to the matter.
TopIX. QUALITY ASSURANCE
45. Each Board member is responsible to ensure that the audits assigned to them are in compliance with the applicable standards and are performed in an economical, efficient, and effective manner; that to that effect professional and ethical standards are maintained in the audits through their in-house quality assurance programmes or systems.
46. The Board members do so by adherence to (a) the common auditing standards issued by the Panel of External Auditors of the United Nations, specialized agencies and the International Atomic Energy Agency, as may be supplemented by the Board’s own guidelines and audit manual; (b) the International Standards on Auditing issued by the International Federation of Accountants; (c) the principles for best audit arrangements for international institutions and the Auditing Standards of the International Organisation of Supreme Audit Institutions (INTOSAI); and (d) other generally accepted international auditing standards
TopX. THE EXECUTIVE SECRETARY
47. The Executive Secretary manages the work of the Secretariat to the United Nations Board of Auditors (and to the Panel of External Auditors of the United Nations, the Specialized Agencies and the International Atomic Energy Agency).
48. Before the recruitment of an Executive Secretary as well as any staff member of the Secretariat, the Board of Auditors is consulted by the Administration on the recruitment process, publicity and post profile to be advertised. It considers, short-lists and interviews candidates, before submitting to the Administration a list of four candidates from which the selection is made.
49. Regarding audit matters, the Executive Secretary advises the Board of Auditors and the Audit Operations Committee in the development and implementation of audit policies and procedures, on administrative matters and financial practices and procedures in the United Nations, on past discussions, decisions, work of the Office of Internal Oversight Services (OIOS) and other internal audit services.
50. Regarding information-gathering, the Executive Secretary prepares periodic information reports for the members of the Board on senior management changes, audit-related policy decisions, etc., taken by Management and the legislative authorities. The Executive Secretary maintains close liaison with the Secretariats of the Advisory Committee on Administrative and Budgetary Questions (ACABQ), the Fifth Committee, the Joint Inspection Unit and OIOS to ascertain the extent of work, if any, being done on items or areas of interest to the Board, as well as facilitate the scheduling of meetings, and undertakes assignments as requested by the Members of the Board and by the Audit Operations Committee.
51. Regarding Board and Audit Operations Committee meetings, the Executive Secretary (a) Plans and organizes the work of and assists in conducting the proceedings of the sessions including preparation of the agenda and related documents for discussion and drawing the attention of the Chairperson and members on policy decisions, discussions, etc., arising from the intergovernmental legislative bodies that may be relevant to the work of the Board and Panel; (b) Assists in the transmission of queries to the United Nations Offices, in the formal editing of the Board's reports and memoranda, and in the distribution of the Board's questions to and replies from the Offices of the United Nations; (c) Communicates and coordinates the attendance of participants at Board and Panel meetings as required; (d) As an employee of the United Nations, the Executive Secretary, while preparing summary records of the meetings, does not participate in the Board’s and Audit Operations Committee’s decisions related to the contents of the draft management letters and reports.
52. The Executive Secretary takes appropriate measures to guarantee the full confidentiality of the Board’s and the Audit Operations Committee’s deliberations and minutes, which may be consulted only by their members and by auditors designated by them.
53. Regarding administrative responsibilities, the Executive Secretary (a) Renders support to the Chairperson of the Board and of the AOC; (b) Maintains the Board’s management letters and reports database and a permanent record of the discussions, resolutions and decisions of the General Assembly with audit implications and informs Members of the Board accordingly; (c) Ensures a comprehensive and current permanent record of parliamentary and other documentation (inter alia management letters, Financial Regulations and Rules, etc.) for use by the Board and its staff as well as records relative to the activities of regular and special sessions of the Board and Panel; (d) Prepares the biennial programme budget proposals of the Office and for the Board of Auditors, for approval by the Audit Operations Committee and the Board; and monitors expenditures and certifies the accounts as they relate to the Office; (e) Directs, guides and manages the performances of the staff of the Office as well as ensuring effective and timely programme delivery of the work of the Office.
TopXI. RECORDS, DATABASE AND WORKING PAPERS
54. All records of the Board not contained in official documents of the United Nations, such as minutes of the sessions of the Board, rules of procedure and the like, shall be part of the permanent, confidential records of the Board under the custodianship of its secretariat. General correspondence and memoranda formally issued by members of the Board, of the Audit Operations Committee and the Executive Secretary of the Board shall be subject to disposal action after a period of four years. They shall not be communicated to outside parties unless the Board or the Audit Operations Committee agrees to do so.
55. Reports and audit working papers of whatever nature related thereto or to the activities of the Board are the property of the Board and shall be kept in such places and in such manner as the Board may direct. Until final action is taken by the appropriate authority with respect to the Board report, each person who signed a report of the Board, or his/her successor, shall have right of access to all papers and documents, including in an electronic form, relating thereto notwithstanding the fact that he/she may no longer be a member of the Board, or after a similar period with respect to reports submitted to other Governing Bodies or parties.
56. A database of the management letters and reports, replies and relevant documents is maintained by the Board, for the use of its audit teams. The Executive Secretary is in charge of maintaining its confidentiality, to the extent determined by the Board or the Audit Operations Committee.
57. Audit working papers such as schedules, analysis, memoranda, etc. prepared by the auditors in the course of the examination of the accounts and records which serve as the basis for the reports on the financial statements of the organizations shall be subject to disposal action after a period of four years after General Assembly acceptance of the applicable financial statement and the Board’s audit report thereon or after a similar period with respect to reports submitted to other Bodies, unless the Board or the Audit Operations Committee decides on a longer period.
58. Access to working papers by third-parties, such as Member States’ judiciary or parliamentary institutions, United Nations inspection, investigative or internal audit bodies, is determined by the Board, based on the Panel of External Auditors’ position on this matter and the Board’s own procedures.
TopXII. COMMUNICATION WITH THE MEDIA
59. A Member of the Board may request from the Chairman that a press release be issued where it appears necessary.
60. Upon receipt of a request for a press release, the Chairman consults with the other Board Members about the need for such a release. Agreement shall be by way of consensus among the Board members. The Chairman then consults with the other members on the proposed text and manner of the press release and issues the release in his/her capacity as Chairman of the Board.
61. All media enquiries are directed to the Executive Secretary who shall ensure that such enquiries are put in writing. He/she proposes the text of the response to the Chairman of the AOC who, after consultation with the other Directors of External Audit, shall approve it in writing. The contents of audit reports shall not be divulged to the media, unless such reports have been signed by the Board Members and transmitted and deliberated upon by the related governing bodies.
62. The Executive Secretary shall maintain a file of all enquiries from the media and the responses from him/her.
TopXIII. OTHER MATTERS
63. Communications within the Board may be made by post, fax or electronic transmission.
64. In the event of the handover of an audit from one Board Member to another or to his or her successor, and in compliance with the Panel of External Auditors’ guidelines, a formal record of the hand-over is prepared and kept on file by both the predecessor and successor auditors. It lists notably the documents handed over and the key information provided orally.
65. At the time of a mid-year handover in an even year from an outgoing Member of the Board to a newly-elected Member, the former receives 60 per cent of the individual annual fees, for the first two quarters, and the latter, forty per cent.
66. The present rules of procedure are posted on the Board’s website in both United Nations working languages.
67. The present rules of procedure have been adopted by the Board of Auditors on 1 July 2005.