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 at the 40th Special session on 7 December 2010)
(Amended at the 42nd Special session on 11 December 2012)
(Amended at the 67th Regular Session 23-24 July 2013)
Table of Contents
1. The Rules of Procedures of the United Nations Board of Auditors (hereinafter referred to as “the Board”) 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 and its Funds and Programmes.
2. In addition, the General Assembly, in its resolution A/RES/66/232B, endorsed the fundamental role of the Board, as the independent external auditors of the United Nations and its funds and programmes, in contributing to enhanced accountability, transparency, governance and value for money through the conduct of performance audits.
3. The Board shall convene annually normally in the month of June or July at the United Nations Headquarters on days agreed on by the Board.
4. The Board may convene at such other times and places as may be necessary for the due performance of its duties or at the request of a member of the Board and as agreed to by the Board.
5. Two members shall constitute a quorum, but a member shall not be bound by any decision 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.
6. A member is represented in his/her absence at a 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.
7. The Chairpersonship of the Board and of the Audit Operations Committee is based on the principle of sharing of the Chairpersonship on a two-year rotational basis.
8. 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.
9. If the member appointed Chairperson under the provisions of paragraph 8 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.
10. If the Chairpersonship becomes vacant due to the Chairperson ceasing to be a member of the Board or the Director ceases to be member 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 8 above.
11. 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.
12. The Chairperson shall:
(a) Convene the session as provided in paragraphs 3 and 4 above;
(b) Prepare the provisional agenda for the meeting, with the assistance of the Executive Secretary, and upon the advice of the Audit Operations Committee;
(c) Conduct the meeting 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
13. Board members, members of the Audit Operations Committee and the auditors are independent of the management of the United Nations and its Funds and Programmes. They also neither seek nor receive instructions from an individual Member State. Each Board member shall ensure that his/her auditors: are perceived to be so independent; strive to be objective in dealing with the audit issues; are free of personal interest and any external pressure; and base conclusions exclusively on audit evidence obtained in accordance with the International Standards on Auditing as well as other relevant standards.
14. The position of a Board member, director of external audit or auditor of 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. In particular, United Nations employees do not participate in the decisions relating to the contents of audit observation memoranda, management letters and reports.
15. Each Board member shall ascertain that the conduct of his/her auditors is in conformity with the International Standards on Auditing, INTOSAI Code of Ethics and Principles, IFAC Code of Ethics and other generally accepted professional standards.
16. A Board member, director of external audit or auditor shall disclose to the Board any close relationship with the United Nations and its Funds and Programmes, and other entities audited by him/her, their directors, officers or employees.
17. A Board member, director of external audit or auditor shall 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.
18. A director of external audit or an auditor shall not meet in an official capacity with Member State representatives and other third parties regarding the work of the Board or relating thereto either directly or indirectly, without informing the Audit Operations Committee and obtaining its consent regarding any substantive position to be taken.
19. The deliberations and the minutes of the Board and of the Audit Operations Committee are confidential.
20. The Audit Operations Committee shall report once a year to the Board on the implementation of this section on Independence and Ethics.
TopIV. REPRESENTATION OF THE BOARD
21. The Chairperson shall be the Board’s or the Director shall be the Audit Operations 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 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 AOC of any such conference or meeting.
22. The Board shall not be bound by any expression of personal opinion or voluntary undertaking by its member representative.
23. 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.
24. 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.
25. 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 them.
TopV. AUDIT ASSIGNMENT ALLOCATION
26. The Board shall continually assess 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.
27. 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 Regulation 7.8 of the Financial Regulations and Rules of the United Nations, 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.
28. 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.
29. 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
30. The Audit Operations Committee shall comprise the three directors of external audit and the Executive Secretary as an ex officio member.
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. The director of external audit in charge of the audit shall circulate each draft management letter to the other members of the Audit Operations Committee. The absence of any written comment within a period of five working days implies approval of the draft. A director of external audit may request a delay or a meeting of the Audit Operations Committee to further examine a draft. It is the duty of directors of external audit to circulate draft management letters at appropriate times to give the other directors a reasonable opportunity to duly consider them within the five working day period.
33. Each draft report of the Board shall be examined in at least one formal session of the Audit Operations Committee.
34. 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 Audit Operations Committee individually, and the Audit Operations Committee collectively, shall plan their work in a manner that limits the need for such ad interim designations.
TopVII. CONDUCT OF THE AUDITS
35. Each Board Member shall ascertain 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.
36. Each Member of the Board shall determine the scope, methods and resources required to conduct an audit, in accordance with the Board’s work plan, budget and the International Standards on Auditing. The objective should be to obtain the adequate assurance to discharge the Board’s mandate in the most efficient manner.
37. The Board shall decide whether or not to agree on requests from the Governing Bodies, the Advisory Committee on Administrative and Budgetary Questions and the Administration to perform specific or additional audit work. Factors that need to be taken into account include: the competence of the Board to undertake the assignment; independence; and possible conflict of interest
38. The Board Members shall not provide non-audit services to the United Nations and its Funds and Programmes.
TopVIII. AUDIT COSTS
39. The Board shall base its fees on a cost recovery basis. The fee for each assignment is to be computed as follows: the time expected to be spent in terms of auditor-weeks multiplied by the appropriate charge-out rates of the concerned Board member; cost of airfares; daily subsistence allowances based on the International Civil Service rates; and a percentage overhead to be determined by the Board to meet the costs associated with full-time directors and their deputies as well as back-office support.
40. Board members are provided with quarterly advances. It is the responsibility of each Board member to submit to the Executive Secretary a statement of expenditure to account for the quarterly advances given. The Board shall decide on the basis of distribution of its fees among its members.
41. In addition to 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, in accordance with Financial Regulations 7.11 and 7.12, separate reports to the General Assembly through the Advisory Committee on Administrative and Budgetary Question, or other concerned governing bodies.
42.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 Advisory Committee on Administrative and Budgetary Questions. 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.
43. Each Director of External Audit has the responsibility to ensure that draft management letters and draft reports submitted to the Audit Operations Committee are of a high quality and as far as possible of the same standard as when these audit outputs are, once adopted, transmitted to auditees.
44. 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 and its Fund and Programmes.
45. Reports of the Board shall be prepared in English. They are translated in the other official languages of the United Nations in accordance with the United Nations’ procedures.
46. 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 and the “round-robin” approach could be used to clear 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.
47. 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.
47. 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 related audit programme had been followed and that all special instructions given by the Board were carried out.
49. 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 and the reasons thereof be officially noted in the records of the Board; or
(b) Set out in the report, with or without a statement or reasons, the fact that his/her opinion is to be regarded as qualified with respect to the particular matter;
50. Regardless of the mode a Board member 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.
TopX. QUALITY ASSURANCE
51. Each Board member shall be responsible to ensure that the audits assigned to them: are in compliance with the International Standards on Auditing and other applicable standards; are performed in an economical, efficient, and effective manner; are in compliance with all applicable professional and ethical standards; and are in accordance with their in-house quality assurance programmes or systems.
TopXI. THE EXECUTIVE SECRETARY
52. The Executive Secretary is responsible for managing the work of the Secretariat of the Board.
53. In the recruitment of an Executive Secretary, the Chairman of the Board shall communicate with the Administration the Board’s views on the job specifications and job description for the purpose of advertising for the position; and request that the Board be provided with an opportunity to comment on the suitability of the candidates short-listed for the position.
54. Regarding audit matters, the Executive Secretary advises the Board 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 and decisions of the Board and the Audit Operations Committee; and on the work of the Office of Internal Oversight Services (OIOS) and other internal audit services.
55. 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. He/she maintains: close liaison with the secretariats of the Advisory Committee on Administrative and Budgetary Questions, 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; facilitates the scheduling of meetings; and undertakes assignments within his/her area of responsibility, as requested by the Members of the Board and the Audit Operations Committee.
56. 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 draws 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 the Panel of External Auditors of the United Nations, the Specialized Agencies and the International Atomic Energy Agency;
(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) Does not participate in the Board’s and Audit Operations Committee’s decisions related to the contents of the draft management letters and reports.
57. 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.
58. Regarding administrative responsibilities, the Executive Secretary, assisted by the staff of the Board’s secretariat:
(a) Renders support to the Chairperson of the Board and of the Audit Operations Committee;
(b) Maintains the Board’s management letters and reports;
(c) Ensures a comprehensive and current permanent record of parliamentary documentation relating to the activities of regular and special sessions of the Board and Panel.
(d) Also, Permanent files maintained by the Executive Secretary should include entity wise founding resolutions under which the audit is conducted, specific resolutions from governing committees, specific agreements between the Auditor and the entities and relevant Financial regulations and rules. Lead auditors should add important correspondence between Auditors and clients, and conclusions and decisions adopted by Auditors on policy issues that may have a bearing on future audits. Other than this, documents that are currently available on the internet or UN’s intranet need not be saved in the Permanent files. All documents provided by lead auditors should be in paper and electronic format.
(e) Prepares the biennial programme budget proposals of the Secretariat; and the Board’s audit costs to be submitted to the Audit Operations Committee and the Board;
(f) Monitors expenditures and certifies the accounts as they relate to the Board’s secretariat; and
(g) Directs, guides and manages the performances of the staff of the Board’s secretariat and ensuring effective and timely delivery of is programme of work.
TopXII. RECORDS, DATABASE AND WORKING PAPERS
59. 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 and of the Audit Operations Committee 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.
60. 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. If the working papers of a past Board member are requested by the serving member, upon request from the Executive Secretary, the past member will be obliged to provide access to these papers.
61. Management letters and reports, replies and relevant documents are 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’s secretariat on the Board secretariat’s shared drive or the Audit Operations Committee.
62. 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 statements 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. The Lead Auditor will be the custodian of the Audit working papers and their disposal should, at minimum, be in accordance with the Board’s rules and procedures as at paragraph 59.
63. 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.
TopXIII. COMMUNICATION WITH THE MEDIA
64. A member of the Board may request from the Chairman that a media release be issued where it appears necessary.
65. Upon receipt of a request for a media release, the Chairman shall consult the other Board members about the need for such a release. Agreement shall be by way of consensus among the Board members, including the proposed text of the release and the manner of its issue. The release shall be issued in the name of the Chairman.
66. All media enquiries are to be 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 Audit Operations Committee who, after consultation with the other directors of external audit, shall approve it in writing.
67. The contents of audit reports shall not be divulged to the media, unless such reports have been signed by the board and transmitted and deliberated upon by the related governing bodies.
68. The Executive Secretary shall maintain a file of all media enquiries and responses from the Board.
TopXIV. OTHER MATTERS
69. Communications within the Board may be made by post, fax or electronic transmission.
70. In the event of the handover of an audit assignment(s) from one Board Member to another or to his or her successor, a formal record of the hand-over is prepared and kept on file by both the predecessor and successor auditors. The handover note should layout the handover activities. Normally, this record should include the details of a training workshop at the incoming Member’s office to introduce the clients and their entities. There should be a full exposure to the clients that will be handed over both by the clients themselves and by the outgoing auditors. The handover record should also detail the introduction to specific executive heads and focal points amongst the clients and other specific handover activities between the outgoing and the incoming Board members. The record should also list the documents handed over and the key information provided orally.
71. 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.
72. The present rules of procedure are posted on the Board’s website in both United Nations working languages.
73. These revised rules of procedure have been adopted by the Board at its 67th Regular Session 23-24 July 2013.