Wikimedia Foundation Audit Committee/2016-03-22

Audit Committee Meeting

March 22, 2016

Wikimedia Foundation Office/San Francisco

Participating by phone:

Maria Sefidari, Alice Wiegand, and Kelly Battles

Participating in person:

Jaime Villagomez and Amy Vossbrinck (recorder)

Approval minutes

It was confirmed that the minutes of the Audit Committee are posted on the Wiki and sent to the Legal Department, but a representative from the Legal Department does not attend the meetings.

How do we keep the Board up to date re financials? (See section “Other Matters”)

Audit Committee Chair Selection

Maria not yet formally a member of the committee – a Board vote is needed to confirm her addition to the Audit Committee – Alice and Kelly represent the majority of voting members on the Audit Committee and both agree to elect Kelly as the Chair of the Committee. We are glad to have Kelly serving as chair. Jaime will follow up to get a resolution from the Board.

Selection of volunteer/advisory members of the Audit Committee

All of their terms have expired. Proposal:

Kelly will work with Gregory Varnum to send out the request regarding volunteer/advisory members. She will draft the communication and have the Board and Jaime review it. Alice confirmed this process and it was agreed that it is important to send it to the correct list.

Here is the link to the request: https://lists.wikimedia.org/pipermail/wikimedia- l/2016-April/083638.html

Next Audit Committee Meeting

Tuesday, April 26, 2016 at 11:00 am PDT is the date for the 990/990T April Audit Committee Meeting. KPMG will attend.

The agenda will include:

990/990T Review
Review of Non-voting member “applications”
Process to keep board informed
Information on how many $250K and $100K grants come to WMF each year
Update on the Foundation’s Endowment Plans

Other Matters

Gift Policy Board Approval Threshold

The Audit Committee previously approved raising the Board approval threshold for gifts from $100K to $250K. Because restricted grants may limit the Foundation’s activities, the question remains should the Board approval threshold also be raised for restricted grants. Raising the threshold on restricted grants could be seen as a statement by the board. With a $63M budget, $250K has a small impact.

A draft of the recommended change in the Gift Threshold Board Approval Policy needs to be drafted and sent to the Board. This will make clear where the Audit Committee stopped in September regarding this issue.

Process for keeping the Board up-to-date re WMF Financials

Kelly will send a template that can be used to track monthly, quarterly and yearly financials that will include a column to highlight and explain variances. Kelly and Jaime will work on the report.

Submission of the 2016-17 Annual Plan to the FDC

The FDC submission is the Foundation’s communication to the Community. Jaime is reviewing how we generate the information for the FDC form. We need to be clear about the work we do, about our KPI’s and milestones.

It is the intention to send the 2016-17 Annual Plan FDC submission to the Audit Committee and the Board a day or so before it is posted on April 1. Regarding the budget, we have a workable plan to hit the $63M target.

The Community has 4 weeks to review the plan and the FDC has 6 weeks.

There will be a report at the April Audit Committee meeting regarding the feedback we are receiving from the Community.

Alice left the meeting.

Endowment

We will need an update regarding the endowment at the April Audit Committee meeting. We will ask Lisa come and present. We need to make sure that we are very clear about the agreement before we transfer any funds. Once we send money to another organization, they will be using our name. We need to be sure we are very clear on gives and gets for both organizations. We will be sending a significant amount of money to another organization for oversight. We need to be sure that the board is 100% behind the decision. The money has not been transferred yet and will not be transferred until the Board signs off.

Action Items

Kelly will send a template that can be used to create monthly financial reports for the Board.
Kelly will draft an email to announce the availability of non-voting member seats on the Audit Committee.
Jaime will speak with the Legal Department regarding the Board Resolution needed to increase the gift policy Board approval threshold.
Jaime will look into how many $250K and $100K grants come to WMF each year.

Jaime will ask Lisa to come to the April Audit Committee meeting to discuss the endowment.
Jaime will secure a resolution from the Board to confirm Kelly as the Chair of the Audit Committee and to add Maria as a voting member of the Audit Committee.
Kelly and Jaime to work on the format to create up-to-date WMF Financial Reports for the Board.

Respectfully submitted: Amy Vossbrinck