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Wikimedia Foundation Audit Committee Meeting

February 14, 2019

9:30 – 11:00 am

17:30 – 19:00 UTC

Participating in person: Tanya Capuano, Tony Le, Katherine Maher, Toby Negrin, Jaime Villagomez, Amy Vossbrinck

Participating remotely: Christophe Henner, Raju Narisetti, Julian Singh, Michael Snow

Agenda

  • Mid-year operational report
    • Board Dashboard design discussion
    • Cash & Investments portfolio
  • Medium Term Planning and FY 19-20 Annual Plan
  • Independent Auditor's Assessment
  • Enterprise Risk Management - Recommendation for a Monitoring Program
  • Business Operations Improvement Project Update

Minutes

Mid-year operational report

Board Dashboard design discussion

The Audit Committee was asked for their input regarding the proposed Board dashboard design and the frequency of dashboard reporting. After discussion, the Committee agreed that Board reporting should be set quarterly so that a more complete analysis can be presented, which will provide more continuity than a monthly presentation. Furthermore, The Committee reviewed:

  • Audience Metrics
  • Strategic Priorities - Organizational Health
  • Financial Metrics

The Audit Committee accepted the Staff’s proposal and provided a few recommended changes. These changes will be reflected in the next version of the Board Dashboard.

The Chief Product Officer, Toby Negrin left the meeting

Cash & Investments Portfolio

The Staff presented the year-to-date Investment Portfolio results, as of December 31, 2018. According to our investment policy strategy:

  • The operating cash balance was $116.7M. The balance is in excess of the 6 – 9 months of operating spending requirement; the plan is to invest the excess cash in higher yield short term reserves.
  • The short term reserve funds of $50M, comprised of fixed income, have an average duration of 2.09 years. The short term reserve investment is consistent with our investment policy.
  • The Foundation’s long term reserve funds of $10.2M are a 51/49 mix of fixed income and equity and are invested in companies with sustainability initiatives, which is consistent with our investment policy.
  • The total cash and investments amount was $176.9M and interest earned as of Dec 2018 was $1.08M.

Medium Term Planning and FY 19-20 Annual Plan

The Audit Committee discussed how best to represent this information to the Board to make sure that it is available at the appropriate level of detail. The timeline for Medium-Term Planning was presented:

  • Dec – Jan: Define Medium-term priorities and goals
  • Feb – Mar: Create Medium Term Plans
  • Apr – May: Create a 1-year operating plan and budget.

It will be helpful to know which programs the Foundation considered investing in but decided not to.

Independent Auditor's Assessment

The Staff presented an evaluation of the considerations and impact around an auditor change and offered a recommendation on the Audit Firm.

  • The Audit Committee serves as Board-level oversight of the relationship with the independent auditor and is responsible for approving the selection of the Audit Firm.
  • An analysis was done based on opportunities and risks and considering the following: audit quality, technical and industry experience, relationship, business interruption, global presence/experience, and fees.
  • The recommendation is to stay with our current Audit Firm for the next 3 years. They have been the Foundation’s auditors for 8 years with 3 audit partner rotations. This rotation has provided a fresh perspective.
  • This recommendation was approved by the Audit Committee.

Enterprise Risk Management (ERM) - Recommendation for a Monitoring Program

The Staff presented their proposal for the ERM monitoring program. The Audit Committee discussed the information describing the tier 1 risk and Staff’s proposal. The next steps are:

  • Further refinement of the tier 1 risk statements.
  • To set up a Steering Committee to guide any needed changes.
  • Assign the risks that need to be improved to individual risk owners who will review the risks and develop mitigation plans.
  • To share the reports from that ERM Steering Committee with the Audit Committee twice a year.

Business Operations Improvement Project Update

The Staff presented an update on the Business Operations Improvement Project. This project is focused on three areas:

Contract services- This project is on track – Contracts are now processed based on their risk factor – high, medium, and low. We are exploring a new software tool to replace our current tools so that processes are integrated, reliable, and repeatable.

Travel- This project is running behind schedule but will be done in this fiscal year. We are working with our travel management company and WMF Travel Team to configure an automated process within the booking tool to enhance the travel booking for individual travel.

Expense Reporting– A new expense template has been created to automate some functionality to improve the user experience and minimize manual entries. We are considering two vendors for software tools that can automate this process and integrate with our existing financial solution. The plan is to implement this by the end of the fiscal year.

Respectfully submitted: Amy Vossbrinck