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Add eSign Audit Committee Charter

okay great thank you very much Peter and thank you for everyone joining good afternoon and welcome to our virtual meeting of Brampton's Audit Committee we will begin meeting with the city clerk calling the roll for attendance at today's meeting so members I will call your name councillor Santos I'm here councillor willings is not here councillor Polly she is not here councillor Bowman hello hi councillor Bowman thank you Kennedy Rose is here councillor Singh yep I'm here councillor Dylan is not here member Jane I'm here thank you and members Amnon doesn't Thank You mr. chair you do have quorum you have six members thank you very much city clerk our next item is approval of the agenda does any member wish to add a business item to today's meeting if so please use the chat function to add your name to the speaker's list in my apologies because I'm not seeing mr. chair no one to the speaker's list right now okay okay great so as I see there's no additional no additions to the agenda we have a motion moved by councillor Santos to approve the agenda that the agenda for the regular Audit Committee meeting of June 16th 2020 be approved instead of seeking a recorded vote for this item I will ask is there anyone opposed to this motion otherwise your vote will count in the affirmative thank you there are no objections so the motion carries do any members have a declaration of queue area interest under the mistral conflict of interest act or any matter to be considered on today's agenda seeing none the clerk will so note 4 the meeting minutes consent our next item does any member wish to add an item to the consent motion today if if so please use the chat function to add your name to speakers list nope so I have a motion move because there is no okay yeah we have no delegations or presentation of today's agenda our next item in is 6.1 and I see councillor Santos you're on the board so I will go over to you hello Santos istory thank you and I'm sorry about that I just I just went through the South fletcher's testing and had and did the tests literally as we spoke no good good uh so I have a question about the internal audit Charter and I just would like staff to remind us again how we got to this point with the Charter and remind us what was chosen in the previous term in terms of the model whether that was an internal model or the auditor-general model is there anyone from staff that can respond if I may mr. chair so Patara can have councillor Santos repeat the question please the question was just about the child the this the update of the internal audit charter how the updates came to be just a reminder about us as a committee directing staff to make sure our eyes were crossed and our teeth or is eyes were dotted and t's were crossed um and then also just a reminder as to what model it was may be chose the council chose in the previous term whether it was the auditor-general model or the internal auditor general just just so that the public and members are very clear as to why this charter was updated thank you very much good sorry sorry sorry Joe mr. chair the CEO wish to respond on that okay uh CEO Barrett go ahead great Thank You chair so I'm happy to hear from legal and as well as audit as well but from a friendly reminder perspective the last term of council considered an auditor general model versus the internal audit model that we have currently that was discussed in council the last term selected to continue on with the internal audit model that we have now this term of council it was discovered that some of the policies including internal audit charter they didn't necessarily align with some of the other by laws and policies in place to reflect that internal audit function so there was an audit committee meeting I believe maybe in December and of end of last year where staff received direction subject to a new director of audit coming on board to review the policies and align them together to reflect the current model that is the director internal audit model and so that that was held off for Sonny and her team to review and analyze in consultation with legal and that has brought us to this point in terms of ensuring the alignment of the internal audit Charter with our other policies bylaws and municipal legislation so I think I'll leave it high level like that and if if Jo or Diana soos is on the line or if Sonny wants to comment further but that's that's pretty much a synopsis of you know as a municipality we can't have a foot on the boat and a foot on the dock with respect to the models available it's either an internal audit function or it's an auditor general function and so Council selected the last term and we're just making sure that all the policies and bylaws and charters are coloring within the lines of the scope of the model that that council has selected okay thank you very much say over Joe pitarrio would you like to add something chair our CEO covered it I was around when we did the report looking at the aging model versus internal audit and he covered it very well so that was the only context I was going to provide because I don't believe our acting city solicitor was also around for that discussion so I have nothing further to add thank you thank you very much Commissioner Atari so back to counter Santos are you satisfied with that explanation is there anything further you'd like to hear from staff producing this new any sort of misunderstandings that were out there before we now have some clarity in terms of what an alignment in terms of the internal auditor role and so I'm hoping that we can pass the Charter today so that we can make sure we can actually take action on making sure everything is aligned thank you very much councillor Santos any further comments I see a bead zalman go ahead Thank You mr. chair I hope everybody can hear me I know I've had some issues with my mic here before okay so I've had the chance to the opportunity to review some of the proposed changes to the Charter and in the terms of reference here over the past weekend and I have also consulted with some of the the other citizen appointees to this committee as well and I have to state mr. chair you know that I think we're a bit concerned with some of the changes that are being proposed here in terms of the Charter and the terms of reference you know I think there are a few items that we're concerned with but perhaps I'll use my time here to focus on the one big fundamental change I think that's particularly concerning to myself and I think I speak on behalf of the other citizen appointees as well and which in our mind goes to the of sort of the independence and objectivity of the internal audit function here and that's in regard to the administrative reporting aspect here so the cordon read it currently states that the CEO is responsible for the general management of affairs of the internal audit division including the appointment dismissal and remuneration of the director of internal audit so I guess maybe just to start off you know maybe I'll ask a simple question and request some feedback on this is how can we expect the internal audit function to remain sort of truly objective and truly independent you know in fact and in appearance when the CEO or management you know which is the function that internal audit is supposed to provide oversight of when the CEO has complete unilateral discretion to appoint dismiss said the remuneration of the CAE you know said the resources that are dedicated to this group without even the need to consult with the audit is that not something that's concerning to the folks who put forward this recommendation and in particular the chief audit executive so before we attempt to go into that I'd probably want to consult with legal to see if this is something that we should go in-camera is legal on hi there yes I am I am here chair yes I would be happy to provide some legal advice on this point and I would recommend that if we if we were to do that that we would go into closed so mr. Zelman are you okay with in terms of answering your questions as our legal believes that should be in camera so we can take a pause for 10 minutes and then after her everyone has the information the dialed number so we can address this issue in camera is that okay with you mr. Zelman I'm happy to move forward as for legals recommendations yes okay so City Clerk in 10 minutes all follow your guidance so 3 mr. chair if if the will end is the community to go into closed session now we'll need to pass a motion in public to go into closed session to deal with advice that subject to solicitor client privilege including communications necessary for such purpose I just want to get clarification from the acting city solicitor is there any other reason or that's the reason that we're going into closed session the reasons would be a solicitor client advice and potentially matters that relate depending litigation okay thank you so then the reasons for going in would be litigation and potential litigation including matters before administrative tribunals affecting the municipality or local board as well as advise subject to solicitor client privilege including communications necessary for such purpose so mr. chair we'll take a vote on that in public to go into closed session if that carries then committee will recess for ten minutes and we will reconvene with the the audio conference for closed session yeah and in members of committee I think it would be probably prudent that we do this now I was going to wait till the end we can go through the reports but as it's only one item I think probably would be prudent that we address this item now and then after come back and finish off the rest of the report is that okay for less anyone has any objection okay go ahead Councilwoman can you guys hear me okay yeah okay no I will I will speak on this in closed session because I just leave it for closed session okay so then we have a motion by mr. Simon to go into closed session and all in favor aye I mean anyone opposed no okay so in ten minutes I remember the instructions were sent to you and we'll see you in closed session in ten minutes thank you sorry mr. chair just to clarify before we go into closed there is another item on the agenda in closed session is the intent just to deal with this one item or two also do we would give with both items I think no so then through you mr. chair we then would also be dealing with item 11 point 1 which is the security the property of the municipality or local board yep that's okay thank you yep thank you okay so we are ready to start an open session and Peter you will they're ready to go and you will state that yes we can if we're starting right now so through you mr. chair to members of committee and members of the public there were two items that committee moved in closed session for the first was in regard to item 6.1 on the internal audit Charter and the reason to go into closed session was for solicitor client privilege including communications necessary for such purpose and it was stated at at in open session before we moved into closed session that had also included litigation or potential litigation including matters before administrative tribunals affecting the municipality or local board in fact that is not a reason for going into closed session on that item so we wish to clarify that so the minutes will show is just for advice subject to solicitor client privilege in regard to that matter that the matter was considered in closed session advice was received and the matter was considered and no Direction was given the second item that was considered in closed session is item 11 point 1 which is in regard to the security the property of the corporation that matter was considered and no Direction was given mr. chair that's the reported for closed session okay thank you very much City Clerk so councillor Bowman is first in line to address those questions counter bullying thank you very much for you mr. chair I'd like to defer this item so that we can have a full and wholesome discussion with all of audit committee okay so through you mr. Chiu go ahead pacifically if a deferral motion is moved it is non debatable and just for information to be deferred presumably to the next meeting which right now is scheduled for September 8th okay so we have deferral on the floor so now speaking to the deferral councillor Santos sorry through you mr. chair a deferral motion is not debatable so there is no debate on it oh my apologies okay so then I'll hand it City Clerk in terms of the vote I believe it's if there's anyone who Jack's speaks to it is that correct that's correct okay so we have a motion of deferral moved by councillor Bowman anyone opposed okay so that deferral carries will go on to our next item do any members have any questions or comments regarding item 6.2 regarding the 2019 annual report yes no yes yeah thank you I don't know how we adjust the report the the sentence that I read out prior to us going in a closed session is actually in that report on page six point two dash six so I don't know if that needs to be amended now that the official vote on on the previous item is deferred it mentions the Charter acceptance of the Charter which we haven't done yet so through you mr. chair so this report is a point in time and there is an existing Charter so it's fine as is that would be my advice okay thank you okay so I believe we have a motion moved by Councillor Dillon anyone opposed okay carried item 6.3 status of management action plans do any members have any questions or comments it's just a reminder please use your chat function to add your name to the speaker's list see none so we have staff reports that imagine a high status of management action plans March 31st 2020 moved by Councillor Bowman anyone opposed okay carried we go on to item 6.4 corporate fraud prevention hotline update do any members have any questions or comments yes Abid go ahead Thank You mr. chair and I wanted to thank internal audit for the update that they've provided on the fraud hotline here as well so we do get this fraud hotline update at every Audit Committee meeting if memory serves me correctly and and I think it's it's it's something it's a very useful initiative for the city that was started you know it's my understanding a couple of years ago but when I am taking a look at these reports you know something that I usually find missing or something that I'm actually curious about when I take a look at these reports every quarter are certain details around which departments perhaps within the city that the reports related to it and essentially what was the final disposition of the closed reports in particular so I have a couple of questions and maybe I can just put those out there for the appropriate person to address you know the first comment or the first question I have here is you know I think it might be valuable to note in the quarterly update the Department of the city that that was the subject of a close report and in particular even more so I think it would be good to know what the final disposition of each closed report was so for example you know there was no merit to a particular complaint or assets were recovered or warning was given to somebody you know I think having those kind of details would allow the audit committee to better sort of assess the utility of this hotline and also provide I think in my thinking you know provide some big-picture insights on whether there are particular departments or areas that have concerns and perhaps you know internal audit may want to scope into their future or inclines as well now you know having said that I can certainly appreciate that there might be details within the reports that are obviously not shareable in a public forum may contain personal private information so I'm not suggesting there be going to those details but just having a high-level sense of what the disposition of the closed reports was I think would be would be useful so what's my asking what's my request here is you know if internal audit can sort of commit to providing more details in regard to the department's and/or the final disposition in the reports that would be useful and just falling on to that you know the second request I would have is as I reviewed this report in particular I noted you know there were a number of items that were delayed due to quoted you know for a few months in this update report could I request for internal audit to commit to providing us an update at the next audit committee you know not just about reports that come through not just about reports that come through in the next quarter but also around what was the final disposition of these reports that are currently open as well if if internal audit can comment on those two particular things thank you very much computer the point value taken thank you so much and going forward in the closed session we will give you enough detail and yes we do have the plan and we take them very seriously and we follow through independently and why I said some of them are delayed covered 19 because we just didn't wanna interview people and say it's done and closed we wanted to see the solid proofs behind so we are working on them but because of we did not get all the documentation so we are keeping them open but I will provide the detailed explanation next ordered committee for sure okay thank you very much I think that would be very appreciated in you know I deal if we can get a sense of some of these positions here as well final dispositions on those reports that would be useful just one question you know I was thinking about could you remind me of the protections that whistleblowers have in regard to the hotline in regard to the hotline in general at the City of Brampton as well are there specific rules against reprisal against whistleblowers so my question was if there are any protections that are in place for the employees or are other people who report through this hotline in terms of reprisals against whistleblowers what kind of protections are in case for whistleblowers this is a confidential service managed by a third party it's open to all our employees so they can go in and record a complaint but they cannot review the complaints only three people in the company have access to review the reports and they are all three from internal audits so we delegate between each other who is responsible none of the employees can review the complaints but all the employees have access to record a complaint okay I appreciate that I guess I'm not sure if anybody else maybe perhaps from legal as well may have some input on if there are any laws within the city that protect whistleblowers from any reprisals and maybe this can be addressed at a future meeting as well it doesn't need to be addressed now but I was just curious about if there are any protections for whistleblowers and pls sosorry through the chair process that can assist yeah the the the policy that is in place with respect to the fraud hotline does contain protections for whistleblowers but there that there shall be no reprisals okay excellent thank you that's all I have mr. chair okay thank you very much no further speakers I have a motion moved by Councillor Bowman that the report titled corporate fraud prevention hotline update to the audit committee media June 16th be received are there is there anyone who is there anyone opposed to this motion otherwise your vote will count in the affirmative there are no objection so the motion carries item six point five staff report regarding the purchasing card governance and transaction review audit again I remind folks user chat function Todd your name for to the speakers lists are there any questions or comments okay no so I have a motion moved by Councillor Singh to improve the report recommendations that the report title purchasing card governance and transaction review audit to the Audit Committee meeting of June 16th 2020 be received and is there anyone opposed to this motion otherwise your vote will count in the affirmative there are no objection so the motion carries six point six staff report regarding IT asset management end-user computing audit our next new any members have any questions or comments No so we have a motion move by Rishi Jane are there any objections to this motion no okay so there are no objection so the motion carries we go now move on to six point seven a staff report regarding the Rose Theater audit any questions or comments no and I have a motion moved by a bead Zemin that the report titled Rose Theatre audit the Audit Committee meeting of June 16th be received is there anyone opposed to this motion otherwise your vote will count in the affirmative thank you there are no objection so the motion carries we move on to item 7.1 procurement options external audit services to the chair this is Dave Sutton countless um yeah I just staffer seeking a direction regarding the next appointment of the auditors the current contract with KPMG ends in November of this year and we were just seeing if there's a preference with audit committee whether they prefer to go to competitive competitive procurement or whether they want to reappoint KPMG through direct negotiation so it's really a preference as to which direction the audit committee wants to take okay do any members of committee question counselor Bowman thank you very much through you mr. chair um Dave what's the value of that is there a value or a dollar figure on what we have spent with KPMG so annually we spend approximately $130,000 a year okay so does that does that dictate that we have to go to a competitive bid process no actually under the procurement bylaw there is an exception for accounting services so under Section two point four Schedule D accountants are excluded from from the purchasing bylaw so really it's it's a decision that audit committee to make whether we do go for computer computer competitive procurement or you just go through a direct negotiation process competitive procurement would be an open and transparent process obviously it would ensure the city is obtaining the best best value for services however if audit committee is satisfied with the relationship and the value that KPMG has been bringing to the city they could opt to go in that direction as well we would recommend um um three-year contract period ending in November 23rd which would completely financial statements for the year-ending 2022 which would align with the end of the term Council okay so Dave these KPMG audits they would include the audit on our on our budget items as well as audits on like we've had we've had a couple of other audits this year on various areas of the company so this would be inclusive of all of those I know through the chair it would not it would most mostly be just tied to the year-end audit there are times when there are certain questions that come up throughout the term of Council and through the different calendar years which may be which may be responded to by by the auditors at no cost however there may be times where there are separate individual audits that are required and and those do come at a cost okay well I'm I'm in favor of a competitive bid process as you mentioned David's it's open it's transparent even if even if we're satisfied with the job KPMG is doing I think that this would be far more transparent to everybody if we had an open process but all here what everybody else is thanks Thank You councillor Bullman Russia Jen thank you through the chair I would agree with councillor permit sentiments around a 2013 and the relationship with KPMG has has has been positive from from my perspective I think just having that open process provides transparency and removes any any perception even of a bias there okay I appreciate that I just just to remind everyone and I'm not sure favor has the history but KPMG has been the city auditor for the last 30 years but I do agree sorry and taking Liberty as the chair that we certainly always want to go to a competitive process with that setback to David Sutton is this has this been standard that we've used KPMG consistently has it been through competitive or is it just because the historical relationship through the chair or to the chair it's been a combination of both there have been competitive procurements over the past thirty years as well as extensions to the appointments up to the maximum five-year period do you need a motion from us today - it seems from the comments that we do have we would like to see a competitive process do you need an official motion I think that would be appreciated if we could have that in motion so yeah go ahead mr. chair the motion could be if it's moved by a counselor a member is that the chief purchasing official be requested to initiate a competitive procurement process for external audit services for the city of brampton okay and I believe I see here move by councillor Santos that was the original one but I believe was councillor Bowman who moved the process aspects so are these separate two motions or councillor Santos do you want to do it in conjunction with councillor woman I'm here I'm happy I'm happy to proceed okay so counselor Bowman we've all just add your name to the motion moved by Councillor Santos and yourself then I'm fine with that okay so I have a motion moved by Councillor Santos and counter bowing at the report title procurement options external audit services to the audit committee of June 16 2020 be received and that the chief purchasing he shall be requested to initiate a competitive bid process is there anyone oppose this motion otherwise your vote will count in the affirmative okay there are no objection so the motion carries we move on to them nine or next item is member question period are there any questions from members no we'll move on public question period so move over to City Clerk has there anyone sent in any questions through you mr. chair no questions have been received okay so I believe we dealt with those items and I believe that we are at a German so our last item of business is item 12 a German and a bead Zameen and that the committee do now adjourn to meet again on September 8th at 9:30 or at the call of the chair anyone opposed no there are no objections of the meeting is adjourned please stay safe stay healthy and practice physical distancing thank you very much Thank You members this meeting is now adjourned you