internal audit review and appraisal does not in any way relieve other persons in the organization of the responsibilities assigned to them. In matters where Internal Audit has or is expected to have roles and/or responsibilities that fall outside of internal auditing, safeguards will be established to limit impairments to independence or objectivity.

Internal Audit will confirm to the Board of Regents/Audit Committee, at least annually, the organizational independence of the internal audit function, including:

• •Exhibit professional objectivity in gathering, evaluating, and communicating information.
• Make balanced assessments of all available and relevant facts and circumstances.
• Avoid conflicts of interest, bias, and undue influence.

SCOPE OF RESPONSIBILITIES

It is the responsibility of Internal Audit to provide independent, objective assurance and consulting services designed to: • Evaluate risk exposures related to the achievement of the University's strategic objectives.

•Formulate an annual audit plan based on a prioritization of the audit universe using a risk-based methodology, including input from senior management and the Board, and submit the plan to the Board of Regents/Audit Committee for approval. •Conduct audits and other engagements to evaluate and improve the effectiveness of governance, risk management, and control processes.

•Evaluate the means of safeguarding the University's assets and, where appropriate, verify the existence of such assets.

• •Develop and communicate recommendations that assist in achieving the University's objectives.
• Monitor and follow up on the implementation of audit findings and management's
• remediation plans.
• Report to the Board any management responses to risk that Internal Audit determines may
• be unacceptable or outside the University's risk tolerance.

Issue timely reports to appropriate levels of management summarizing the results of

Internal Audit's work.

•Periodically report to senior management and the Board of Regents/Audit Committee on Internal Audit's performance relative to the approved plan, including any impacts of resource limitations.

Internal Audit may also conduct other projects with the approval of the Board of Regents/Audit Committee, such as participation in fraud or hotline investigations, due diligence for mergers and acquisitions, or other process improvement and consultative engagements.

QUALITY ASSURANCE AND IMPROVEMENT PROGRAM

Internal Audit will maintain a quality assurance and improvement program that covers all aspects of the internal audit activity. The program will include a combination of project level review and ongoing internal assessments conducted by qualified personnel independent of the project teams. Internal Audit will periodically report to the Board of Regents/Audit Committee the results of the program and Internal Audit's conformance with the Standards.

AMENDMENT OF CHARTER

• Internal Audit is responsible for maintaining and proposing amendments to the Internal Audit Charter. Any changes must be reviewed by the Chief Financial Officer and approved by the Board of Regents/Audit Committee. Circumstances may justify a follow-up discussion between Internal Audit, Board, and senior management on the internal audit mandate or other aspects of the Internal Audit Charter. Such circumstances may include but are not limited to:
• A significant change in the Global Internal Audit Standards.
• •A significant acquisition or reorganization within the organization.
• Significant changes in Internal Audit, Board, and/or senior management.
• Significant changes to the organization’s strategies, objectives, risk profile, or the
• environment in which the organization operates.
• New laws or regulations that may affect the nature and/or scope of internal audit services.