Wikimedia Foundation Audit Committee/2016-05-31

Audit Committee Meeting

May 31, 2016

Participating by phone:

Katherine Maher, Alice Wiegand, Julian Singh, Michael Snow, and Suzie Nussel

Participating in person:

Jaime Villagomez, Kelly Battles, Tony Le, and Amy Vossbrinck

Purpose of this meeting:

Audit Committee review of the FDC comments regarding the 2016-17 Annual Plan.

Comments were focused on program and non-program aspects of the plan; there were no budget recommendations and no adjustments to the budget were suggested by the FDC.

Regarding Department level programs, the FDC requested clarity around milestones, timelines, and objectives. Individual teams responded to the questions/comments from the FDC on their talk pages.

The FDC made overall comments regarding: governance, more detailed financials, programs, and risk assessment.

Governance: Board is looking into governance improvements. The Board and the WMF Legal Department are researching consultants who can help with self-reflection and self-improvement. The Board is discussing a long-term strategy and what needs to be done.

More Detailed Financials: Suzie created a graphic overview, which has very been helpful. We are talking with KPMG and RSM regarding how to organize our reporting and the systems that support that recording. We currently use Adaptive for budget planning, Intacct for accounting, and ADP for payroll. We need to look for consistency across WMF, User Groups and Chapters regarding reporting and systems.

Do we need to break out expenses in other categories: The total budget for 2016-17 is $63M Facilities - $1.4 M a year for 3 floors includes, rent expense, and fixed assets to some extent. Fees - $2.2 M for donation processing. These are transaction fees and amount to 3 – 4% of donations collected. The fees are in the median range; we have lower fees in some markets, but we serve many markets, so fees range. Fees go up and down depending on how much we raise. Insurance – this is a significant expense. Reporting - Monthly reporting and quarterly reporting will be available going forward.

Programs: Expenses were presented as programs and non-programs in the Annual Plan. Product and Technology presented as Programs and Operations. Non-programs typically represent those things that “keep the lights on”.

Risk Assessment: All departments at WMF were involved in the creating the Risk Assessment; Legal wrote it but all departments contributed; it was not a theoretical exercise. Julian has offered to help put more of a framework around Risk Assessment over the next year as appropriate.

The strategic plan that we have now is an intermediate one. The current operating plan includes a near term strategic plan for WMF. To provide guidance more broadly, we know we need a longer term plan that focuses on an organization wide strategy. The permanent ED needs to be in place before a broader strategic planning process is launched.

Assuming the Audit Committee approves the 2016-17 Annual Plan and budget, we need to move forward with formal approval by the Board. We can send the presentation given today, along with the final version of the Annual Plan and Budget to the Board and offer a Q&A if needed. We can then request an on-line vote.

The first version of the plan was available for review on April 1, so the Board is better prepared this year. Once the plan and budget are approved, it will provide a boost of confidence and the teams can move forward. The Board can continue to offer input after plan is approved as appropriate.

The Audit Committee approved the 2016-17 Annual Plan and Budget.

A retrospective will be done on the Annual Plan process, including the timeline and how to include all stakeholders. How can we streamline the process? The planning process takes a considerable amount of time and staff still needs time to do its ongoing work. We may want to consider a lighter touch Annual Plan every other year.

This has been the smoothest Annual Plan process in quite some time, and the Board has been happy with the process. Katherine and Suzie have been instrumental. Appreciation was expressed for all of Audit Committee’s volunteer help.

Action items

Continue moving the process forward - Jaime Send the deck presented in this meeting to the Board by June 6 - Kelly Q&A session with the Board if needed Board Votes – target – prior to Wikimania Once the Board Resolution is passed to approve the plan, send an email to all to thank the FDC, the Community, and acknowledge WMF work on the Annual Plan. - Kelly Refine graphics based on today’s conversation - Jaime and Suzie

Respectfully submitted: Amy Vossbrinck