COMMITTEE AGENDA MEMORANDUM
Board Audit Committee
Government Code ? 84308 Applies: Yes ? No ?
(If "YES" Complete Attachment A - Gov. Code ? 84308)
SUBJECT: title
Discuss Proposed Updates to the Board Audit Committee Audit Charter and Provide Further Direction as Needed.
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RECOMMENDATION:
Recommendation
A. Discuss Proposed Updates to the Board Audit Committee Audit Charter; and
B. Provide Further Direction as Needed.
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SUMMARY:
The Board Audit Committee (BAC) was established to assist the Board of Directors (Board), consistent with direction from the full Board, to identify potential areas for audit and audit priorities, and to review, update, plan, and coordinate execution of Board audits. On September 26, 2018, the BAC directed that an Audit Committee Charter be developed, and on August 27, 2019, the Board formally approved the BAC Audit Charter. The BAC Audit Charter was last amended by the Board at its regular meeting on April 22, 2025.
A. Recommended Changes
(1) New: Article III, ?9
A new provision is recommended to be added to Article III of the Board Audit Committee Audit Charter (Charter) providing direction when selecting an Independent Auditor. Currently, section 11 of the Board of Directors Code of Ethics and Conduct (Code) prevents Directors from communicating with current or potential vendors after the issuance of a request for goods or services has been released.
The Independent Auditor reports directly to the Board. Assigning a member of the Board to sit on the selection panel is a reasonable expectation and has been established as a practice of The Santa Clara Valley Water District (District). Guidance is needed to ensure that a Committee member sitting on the selection panel for the Independent Auditor role the Board supervises limits any communication solely to their role as a panelist to avoid an actual or perceived violation of the Code. Staff anticipates a clarification to the Code ensuring the two documents comp...
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