Yolo County Municipal Code Art. 40 Audit Committee

(a) There shall be created an Audit Committee (“Committee”) to provide independent oversight and direction for the County’s internal audit function and the County’s fraud reporting and whistleblower program.

(b) The Committee shall, subject to Board approval, adopt and revise a charter for the Committee setting forth membership criteria and powers consistent with the County Code of Ordinances. The Committee’s charter shall require provisions addressing member disclosure of potential conflicts of interest; disclosure of financial interests, employment relationships, and political contributions related to entities under audit or investigation; restrictions on employment with auditees during and after service; disclosure of gifts or honoraria from audited entities; and compliance with applicable ethics laws and regulations, with an exception for County Supervisors acting in their official capacity as County officials.

(§ 2, Ord. 1582, eff. January 8, 2026)

The Audit Committee shall consist of three voting members as follows:

(a) Two members of the Committee shall be County Supervisors appointed by the Board.

(b) One member of the Committee shall be a member of the public residing in the County of Yolo. The public member shall not be an officer or employee of the County. The public member should possess experience in business, finance, accounting, or a related field and should demonstrate familiarity with internal auditing, external auditing, or risk oversight practices. Any qualifying individual may submit an application, and any Board member or current Committee member

may nominate a qualifying individual to the Board for consideration. The Board shall appoint the public member from these applicants and nominees.

(c) The Board of Supervisors may designate alternate members to exercise all the powers of voting members in a member’s absence.

(§ 2, Ord. 1582, eff. January 8, 2026)

(a) The Supervisor members shall serve at the pleasure of the Board of Supervisors. The term of the public member shall be three (3) years and shall commence on March 1 and end on February 28 (or February 29 in leap years) and shall continue thereafter until a replacement is appointed.

(b) A vacancy of the public member shall exist upon the death, resignation, or termination of the member. Vacancies shall be filled for the unexpired term by the Board of Supervisors. The Board of Supervisors shall solicit and receive new applications and nominations prior to making the appointment. The public member shall serve for the remainder of the unexpired term and thereafter until the appointment and qualification of a successor.

(c) The public member may be terminated for cause by the Board at any time.

(d) The public member may resign at any time by submitting a written resignation to the Clerk of the Board. Any such resignation shall be effective upon submission, or upon such later date as is specified in the resignation if such date is not more than sixty (60) days after the date of submission.

(§ 2, Ord. 1582, eff. January 8, 2026)

(a) Meetings of the Committee shall be held at such regular times as determined by the Committee. In no event shall the Committee meet less than once every three (3) months.

(b) The Board of Supervisors shall designate a staff representative of the County who shall serve as the liaison to the Committee and shall assist in the administration of all meetings.

(c) The Committee shall file a copy of all minutes with the Clerk of the Board of Supervisors.

(d) A quorum for meetings of the Committee shall consist of no less than one-half (1/2) of the currently appointed members. A majority vote of the members present shall be required for any motion, resolution, or other action.

(e) All meetings shall be held and conducted in accordance with the provisions of the Ralph M. Brown Act, Government Code section 54950 et seq.

(§ 2, Ord. 1582, eff. January 8, 2026)

(a) The Audit Committee shall provide independent oversight of the County’s internal audit function, with the purpose of promoting transparency, accountability, and effectiveness in County operations. The Committee shall support the integrity of the internal audit process by approving the Internal Audit Charter and the annual risk-based audit plan; monitoring the resolution of audit findings; receiving regular status updates from the Audit Manager; inquiring into any restrictions on the scope of audits or on the resources available to conduct them; and reviewing, in collaboration with the Chief Financial Officer, the overall effectiveness of the internal audit function, including whether it is adequately staffed, properly resourced, and aligned with professional standards and best practices. These responsibilities shall be exercised in a manner that safeguards the independence of the internal audit function and aligns with professional auditing standards.

(b) The Committee shall ensure the independence and objectivity of the internal audit function by supporting the Audit Manager’s ability to carry out audit activities without interference. The Audit Manager shall have unrestricted access to the Committee and shall be accountable to the Committee. In collaboration with the County’s Chief Financial Officer and the Director of Human Resources, the Committee shall participate in the appointment, evaluation, and, if necessary, removal of the Audit Manager.

(c) The Committee shall oversee and provide direction to the internal audit function, including approving the annual audit plan, guiding audit priorities, and reviewing significant audit activities and results. While the Committee does not have operational authority over other County departments or officers, it may request information necessary to support audit work and follow-up. The Committee serves in an advisory capacity to the Board of Supervisors and shall report regularly on audit activities, risks, and recommendations to support the Board’s governance responsibilities.

(d) The Committee shall also provide oversight of the County’s fraud reporting and whistleblower program. This includes reviewing the adequacy of the program’s design, receiving periodic reports on program administration, and monitoring whether reports are addressed and resolved in a timely and appropriate manner. The Committee shall not review or direct the handling of individual cases to preserve confidentiality and whistleblower protections.

(e) The Committee shall advise the Board of Supervisors on internal control and governance matters related to audit findings, risks identified during audit work, or areas requiring corrective action.

(§ 2, Ord. 1582, eff. January 8, 2026)