The CAO will, as a general practice, perform those audits and projects contained in the annual audit plan. However, the CAO has the authority to perform audits or lawful directives, which are not included in the annual audit plan, under the conditions below.
(A) Definitions. For the purpose of this section, the following definitions shall apply unless the context clearly indicates or requires a different meaning.
AUDIT.
(a) An AUDIT is an evaluation of one or more departments’ internal controls and processes, including corporate governance, and one that generally cannot be addressed initially by a law department or an ethics officer inquiry. These audits will help ensure compliance with laws and regulations, maintain accurate and timely financial reporting and data collection and provide management with the tools necessary to attain operational efficiencies by identifying problems and corrections before they are discovered by an external AUDIT.
(b) An AUDIT can arise as an outgrowth from a law department or ethics officer inquiry. If there is an immediate and unannounced AUDIT of the CEO’s office, it shall not be communicated to the CEO’s office. The AUDIT will be communicated to the Committee Chair and General Counsel prior to commencement.
DIRECTIVES. The CAO may perform DIRECTIVES, as requested by the CEO, provided that such DIRECTIVES do not degrade the CAO’s ability to provide objective reports to the Board. DIRECTIVES are all types of investigations, inquiries and administrative duties that are not defined as an audit under this subchapter but are related to the underlying work performed by the CAO. While the general intent is that investigations into allegations of fraud, waste, corruption or misconduct of employees are generally handled by the Ethics Officer, there are instances where the CAO and staff should address matters because of their specific skill sets and insight into Metra’s processes, internal controls and corporate governance.
(B) Requests for audits.
(1) For additional audits requested by a Director of the Board, upon receiving such a request, the CAO shall promptly communicate to the CEO and Committee Chair the request for audit or information made by the individual Director.
(2) Upon approval by the CEO and Committee Chair, the CAO may perform the requested audit.
(3) If the request for an additional audit is received from the Committee Chair, the CAO shall promptly communicate the request, and seek approval, from the CEO.
(4) If the request for an additional audit is received from the CEO, the CAO shall promptly communicate the request, and seek approval, from the Committee Chair.
(5) If there is an additional request from a Director to audit the CEO, the Committee shall be notified and a decision to go forward with the audit shall be made jointly by the Committee Chair and the Board Chair.
(6) In all such cases, the CAO will include the requested audit on all future reports.
(C) Requests for directives.
(1) For requested directives, upon receiving a request from a Director of the Board, the CAO shall promptly notify the CEO.
(2) Upon approval by the CEO, the CAO may perform the requested directive.
(3) In all such cases, the CAO will include the requested directive work product from Directors that are approved by the CEO on all future reports.
(4) Directors who are not satisfied with the rejection or delay of requested directives can bring them up as an agenda item with the Committee.
(Ord. MET 22-05, passed 6-15-2022)