December 11, 2019

MINUTES OF THE BOARD OF GOVERNORS
RISK MANAGEMENT AND AUDIT COMMITTEE
MISSOURI STATE UNIVERSITY
DECEMBER 11, 2019, 4:00 P.M.

Present - Mr. Craig Frazier, Committee Chair 
Mr. Gabriel Gore, Committee Member (by conference phone) 
Mr. Gregory Spears, Committee Member
Ms. Carrie Tergin, Committee Member (by conference phone) 
         
Also Present - Mr. Clifton Smart III, President
Ms. Donna Christian, Director of Internal Audit and Risk Management
Mr. Jeff Coiner, Chief Information Officer
Mr. Ryan DeBoef, Chief of Staff and Assistant to the President for Governmental Relations 
Ms. Rachael Dockery, General Counsel and Chief Compliance Officer
Dr. Frank Einhellig, Provost
Mr. Steve Foucart, Chief Financial Officer
Ms. Michele Hackworth, Assistant Director of Financial Services, Grants and Capital Projects
Ms. Kim Hamm, Partner, BKD
Mr. Rob Martin, Information Security Officer
Ms. Natalie McNish, Senior Auditor
Mr. Rob Moore, Director of Financial Aid
Ms. Beverly Miller Keltner, Governor
Mr. Kyle Miller, Audit Manager, BKD
Mr. Greg Rainwater, Budget and Financial Manager
Ms. Cindy Schull, Director of Grants and Foundation Accounting and Controller of the Foundation
Ms. Carol Silvey, Governor (by conference phone)
Dr. Dee Siscoe, Vice President for Student Affairs
Ms. Rowena Stone, Executive Assistant to the President
Ms. Kristan Gochenauer, Secretary to the Board         
        
1.    Roll Call – Mr. Craig Frazier, Committee Chair, called the Risk Management and Audit Committee meeting to order at 4:05 p.m. on Wednesday, December 11, 2019, on the Missouri State University campus.

2.    Approval of Minutes – Mr. Frazier mentioned that the first item of business was the approval of minutes from the September 30, 2019 meeting.  Mr. Gregory Spears made a motion, seconded by Ms. Carrie Tergin.

Motion passed unanimously. 

3.        Independent Audit Fiscal Year 2019 and Management Letter Review – Ms. Kim Hamm, Partner, BKD, and Mr. Kyle Miller, Audit Manager, BKD, discussed how the audit process works, the timeline, federal testing, risk base approach and compliance. They gave an overview of the independent audit for fiscal year 2019 and stated that the audit shows that the University is in a good financial position with one proposed adjustment and no reportable matters.

4.          Closed Meeting – It was determined that the Board of Governors needed to meet in a closed session to consider items of business provided in the Revised Statutes of Missouri.  Mr. Frazier asked if a resolution authorizing a closed meeting of the Board was prepared.  Thereupon, the following resolution was presented for consideration:

BE IT RESOLVED by the Board of Governors for Missouri State University that a closed meeting, with closed records and closed vote, be held during a recess of the December 11, 2019, Risk Management and Audit Committee meeting of the Board of Governors to consider items of business pursuant to:

A.    R.S.Mo. 610.021(13).  “Individually identifiable personnel records, performance ratings or records pertaining to employees or applicants for employment…;” and
 
B.    R.S.Mo. 610.021(17).  “Confidential or privileged communications between a public governmental body and its auditor,...” 

Mr. Spears moved the approval of the resolution and Mr. Gore seconded the motion.

A roll-call vote on the motion was as follows:  those voting in favor – Governors Frazier, Gore, Spears and Tergin; those voting against – none.

Mr. Frazier declared the resolution passed unanimously. The open meeting was recessed at 4:36 p.m. to go into closed session.

The open meeting was reconvened at 5:10 p.m.

5.        Adjournment – Mr. Frazier adjourned the meeting at 5:12 p.m., on the motion of Mr. Spears, the second of Ms. Carrie Tergin, and the unanimous approval of the committee.
                                     
Rowena Stone
Secretary to the Board