Wikimedia Foundation Audit Committee/2023-06-01

Audit Committee Meeting

June 1, 2023

11:00 am PDT

18:00 UTC

Remote

Participants: Chair: Tanya Capuano Regular Members: Lorenzo Losa Advisors: Julian Singh, Michael Snow Alternates: Mike Peel, Nataliia Tymkiv CEO: Maryana Iskander Staff: Aeryn Palmer, Helen Pang, James Baldwin, Lisa Seitz-Gruwell, Nadee Gunasena, Shelby Langan, Stephen Laporte, Staff Liaison: Jaime Villagomez Observer: Luis Bitencourt-Emilio Minutes: Amy Vossbrinck

Absent: Raju Narisetti

Kick off and Approval of March 29, 2023 Minutes

Moved to approve by Tanya

Seconded by Luis

Unanimous Approval

Advisory Committee Renewal

Both Julian Singh and Michael Snow agreed to continue as advisors.

FY 22-23 Q4 Financials Update

The Staff’s current year end projections for FY 22-23 is revenue and expenses are expected to be 1% lower than previously projected.

Revenue Projection: $174M Expense Projection: $167M The expense projection is within the budget target of 0-5% variance.

This projection includes a $7M contribution to our working capital reserve which would bring our reserve back to an equivalent of 17 months of expenses (vs. our board set target of 12-18 months).

Budget and Annual Plan FY 23-24 The Foundation Staff presented the Fiscal Year 23-24 budget proposal to the Audit Committee. Key drivers underpinning the budget are:

Economic uncertainty is still a factor with volatile exchange rates and a possible recession.

It is anticipated that revenue will be nearly flat due to declining page views and the reduction in banner revenue.

Income from Wikimedia Enterprise, major gifts and recurring donations may help with the decline in banner revenue.

The budget for direct support to the movement will increase by 15%.

Budgetary increases have been allocated to grant making including grants increases in all regions and proportionally larger growth in underrepresented regions through the Community Fund grant program, which funds operating expenses for many Wikimedia affiliates.

Funding for Wikidata is also increasing in line with the previously set 3-year collaboration plan.

The budget reflects an increase in programmatic resourcing, thereby producing an increase by 1% to 77%. This programmatic ratio of 77% exceeds our 75% benchmark and will support the retention of our 4 star rating with Charity Navigator.

Approval of the budget and agreement to send it on to the Board for review and consideration:

Moved to approve by Tanya

Seconded by Nat

Unanimous Approval

Enterprise Risk Management The Staff presented its progress status to the committee, which described its efforts to produce the Foundation’s enterprise Thematic risks. The Thematic risks were derived from our risk collection process, which was previously shared with the committee. In late 2022 each department at the Foundation was asked to identify their risks. 55 risks were identified and 22 of those risks were considered high. Overlapping risks were combined to represent cross function dept risks.

The Thematic risks: Movement Relations, Financial Sustainability Governance, Technology Vulnerability, Syndication and Disintermediation, Evolving Regulation-Data and Tech, and Search and Content Disinformation,

These Thematic risks at the enterprise level will be integrated into the Annual Plan. A risk assessment and risk plan will be presented to the full board at one of the upcoming Board meetings.

Staff will provide an ERM update to this committee every six months.

Next Audit Committee Meeting

The next Audit Committee meeting will be in August 3 when KPMG will present the plans for this year's annual audit.

Respectfully submitted: Amy Vossbrinck