Wikimedia Foundation Audit Committee/2021-10-06

October 6, 2021 Audit Committee Meeting

12:00 pm PDT - 19:00 UTC

Participants: James Baldwin, Tanya Capuano, Maryana Iskandar, Amanda Keton, Shelby Langan, Tony Le, Raju Narisetti, Michael Snow, Nataliia Tymkiv, Jaime Villagomez From KPMG: Jeremy Peters and James Womboldt

Recording of Approval of the Minutes

Raju moved to approve. Tanya and Nataliia seconded. The vote was unanimous.

FY 20-21 Audit Results Jeremy Peters, Audit Partner, and James Womboldt, Audit Senior Manager, from KPMG presented the results of the FY 20-21 audit.

The presentation focused on the following areas: Summary of audit results and required communications: The audit is pending a few matters (e.g., 1 legal confirmation letter, final sign-off), but should be completed within a few days. KPMG anticipates no modification to the standard audit report, and there were no other matters to report related to required communication of the audit. Other areas of focus: The audit included testing of the Foundation’s financial statements/disclosures and exempt-tax status. No issues were noted. Supplemental communications - inquiries: No issues were noted during audit committee inquiries.

The Audit Committee expressed their satisfaction with the audit. In addition, the CFO noted the resignation of Tony Le, Foundation Controller, but thanked him for 10 years with the Foundation. A transition plan is in place.

FY 21-22 Annual Plan Retrospective

The Foundation staff presented a retrospective on the annual plan process (APP). The APP has evolved over the last 4 years, starting with a bottom-up process to now a more robust process linked to existing medium-term plan priorities, with a goal of alignment across teams. Successes of the FY 21-22 APP include pre-planning activities that involved clear priorities and clearer communication with Foundation/community at multiple levels. There are opportunities for further improvement, and staff recommendations include: Greater strategic alignment, clarity, and socialization Make planning a leaner ongoing process, moving beyond the annual cycle Greater operational clarity & differentiation from strategic planning

Wikimedia Endowment Consolidation Assessment

The Foundation staff presented their assessment, in collaboration with KPMG, that the Foundation is not required to consolidate the Endowmentʼs activities on its financial statements. While the Foundation and Endowment are deemed financially interrelated, no control or common ownership of the Endowment exists. Economic interest exists (e.g., influence from fundraising), but the Foundation does not have legal control to direct operations of the Endowment.

Next Audit Committee Meetings and Potential Agenda Items

The CFO provided a comprehensive plan of key topics and timeline for upcoming meetings through Sept 2022 (tentatively scheduled, will plan around Board Meetings).

Potential agenda items for the next meeting (tentatively scheduled for early Feb 2022): Mid-Year Financial Update & Recalibration FY22-23 Annual Planning Timeline, Intentions, and Expectation Setting Operationalize Wikimedia Enterprise Update IRS Form 990 Timeline

Agenda items for future meetings (tentatively scheduled for May, Aug, and Sept 2022) were also discussed. There were no questions or comments for additional topics.

Respectfully submitted: Shelby Langan