Wikimedia Foundation Audit Committee/2018-09-26

Audit Committee Meeting Minutes

September 26, 2018

9:00 - 10:30 am PDT

16:00 - 17:30 UTC

Attending in person : Tony Le, Katherine Maher, Tony Sebro, Jaime Villagomez, and Amy Vossbrinck. Jeremy Peters and James Womboldt (KPMG).

Attending remotely: Tanya Capuano, Eileen Hershenov, Raju Narisetti, and Michael Snow.

Prior Meeting Minutes The minutes from the July 13, 2018 Audit Committee were unanimously approved and will be posted on the Wikimedia Foundation Audit Committee page on META-WIKI.

FY 2017-18 Audit Results Jeremy Peters and James Womboldt presented the results of the FY 2017-18 Audit. As described under the Independent Auditors’ Report, this was a substantive audit of the Foundation’s financial statements. There were no corrected audit misstatements, all transactions were effectively substantiated and there were no material weaknesses or significant deficiencies. The areas of focus during the audit included: Accounting for contributions, payroll and procurement, cash, cash equivalents, and restricted cash, investments, net assets, fixed assets, expenses, lease accounting, commitments and contingencies and financial statement disclosures.

Additionally, the auditor’s noted that the Foundation’s financial management and control processes provided for a smooth, well communicated, and effective audit.

As required, KPMG confirmed their independence with respect to the Foundation. Finally, KPMG provided the Audit Committee a brief overview of four new accounting standard updates, which will be effective in future fiscal periods. The Finance Staff and KPMG will evaluate the new accounting standards in advance of the effective dates, and as appropriate, will share with the Audit Committee the associated accounting implications.

The Committee thanked Tony Le and the Finance Staff for the clean audit.

Tanya moved to approve the financial statements and it was unanimously approved by the Audit Committee. Jeremy Peters and Jim Womboldt left the meeting.

Audit Committee Calendar Jaime covered the potential topics for the upcoming Audit Committee meetings. These topics are proposed and may be revised, as appropriate. January 2019 - Mid year operational report (financial results and investment portfolio), FY 19-20 planning prospectus, Independent Auditor Assessment, and Business Operations Improvement Update. March 2019 - Annual Plan Budgetary Review, Form 990 (presented by KPMG), Volunteers, and Endowment. June 2019 - FY 19 - 20 budget review and approval, and Enterprise Risk Management.

ERM (Enterprise Risk Management) Staff described to the Audit Committee its plan to kick-off a more systematic process for identifying and assessing risks impacting the Foundation. This is a process to determine which risks could impact WMF’s ability to achieve its mission, as well as its key strategies and objectives. The outputs from this process will be integrated into our Annual Plan. As part of the process, a Board session on this topic will be designed for the November meeting.

Business Process Improvement Program Tony Le and Jaime Villagomez, as the project owners, provided a status report to the Audit Committee. This is a cross departmental (Finance and Legal) initiative to identify ways to improve processes which will enable the WMF staff to deliver excellent service while supporting strategic organizational goals. The initiative is designed to improve: contract services, travel, and expense reimbursement and reporting. The focus areas are: Process(how can we simplify and speed processes), People (how do we create a holistic solution for the users of the processes and what are our risk tolerances), Technology (what are the most appropriate and integrated tools to accomplish the desired results). Another goal of the process improvement program is an engagement model to ensure full staff participation.

The participants in this project include:

● Staff - we will catalogue their input as we implement changes.

● Working Team (Legal, Finance/Procurement) - responsible for workflows.

● Steering Committee - determines if what we are doing resonates with the organizational goals.

● Outside consultant - helps with project management to keep everything moving and to make sure we have all of the outputs that we need. They are also assisting with benchmarks for the processes.

We have planned for multiple pilots and improvements, staged over FY18-19 with a final completion date by March 2019. Additionally, the process of improvement is a continuous improvement process, and additional projects will be identified to further improve the Foundation’s internal processes.

Respectfully submitted, Amy Vossbrinck