Wikimedia Foundation Audit Committee/2017-06-02

Audit Committee Meeting Agenda Friday, June 2, 2017

8:30 am - 9:30 am PDT (15:30 - 16:30 UTC)

WMF San Francisco Headquarters

Attending in Person: Jaime Villagomez, Tony Le, Amy Vossbrinck, Eileen Hershenov (General Counsel), and Jacob Rogers (Legal Counsel)

Attending Remote: Kelly Battles, Julian Singh, Maria Sefidari, Michael Snow, and Katherine Maher

Agenda

Approve Minutes from the March 22, 2017 Meeting
Draft Annual Plan Resolution
Updated Annual Plan Data
Board Designated Funds
Document Retention and Destruction Policy
Next Audit Committee Meeting Options

Tuesday, July 18 8:30 am - 10:00 am

Wednesday, July 19 10:00 - 11:30 am

Friday, July 21 9:00 - 11:00 am

Approval of the Minutes

The Committee reviewed the Agenda and approved the minutes from March 22, 2017 meeting.

Annual Plan Resolution

The Committee reviewed and approved the resolution regarding the recommendation to the Board of Trustees to approve the 2017-18 Wikimedia Foundation Annual Plan. Kelly, Audit Committee Chair, offered that she is impressed with the Foundation’s financial performance and the reserve that has been set aside for the potential investment in long term projects.

Alternative Terminology for Board Designated Funds

The Foundation’s Finance Staff made a recommendation to the Audit Committee to replace the term Board Designated Funds with Funds available for a Specific Purpose. The recommendation was based on a scan of Not For Profit Form 990 disclosures to identify alternative terms commonly used to disclose the use of surplus funds, which would be more reflective of the purpose and intent behind for the funds and that the funds were specifically designated by the Board, but instead are included under the Foundation’s Annual Plan. Currently the “Funds available for a specific purpose” held by the Foundation will be used for: movement strategy, the office move, and brand strategy.

Operationally, there are no additional tax or legal compliance requirements as a result of designating these funds, the use of the funds will be governed by a policy and procedures described to the Audit Committee for approval and we will evaluate and discuss with the Audit Committee any further financial statement disclosures.

The Audit Committee discussed the Staff’s recommendation and approve the use of the term - Funds Available for a Specific Purpose.

Document Retention and Destruction Policy

Jacob Rogers from the WMF Legal Department reported on the Data Retention and Destruction Policy.

The policy designates what documents Foundation Departments need to retain to respond to both legal and financial requirements as well as to mitigate risk. The policy applies to electronic documents, physical documents, and to all archived and vendor materials; and covers all employees, advisors, and contractors.

The policy also covers how to dispose of documents that no longer need to be kept.

The General Counsel and the Chief Financial Officer can modify this policy in writing. A periodic review will be done of the policy.

The Audit Committee questioned how the policy applied to the Board and it was suggested that the Board be informed about their obligations under the policy including a review of their documents to see what may need to be deleted.

Also, committee requested policy clarification on the retention requirement for documents that fall under multiple categories or different retention durations. Jacob will add a provision to the policy describing the appropriate retention period for these types of documents.

Maria suggested that the Board to go through a review of the proper IT procedures, including safekeeping and maintenance of documents.

The policy was supported by the Audit Committee and a resolution to accept that the policy will be presented to the Board of Trustees for their approval.

Next Audit Committee Date

A Doodle Poll will be sent to set the date for the next Audit Committee Meeting where the Committee will review the Audit Plan.

9:12 meeting was adjourned

Respectfully Submitted: Amy Vossbrinck