Wikimedia Foundation Audit Committee/2020-07-20

Audit Committee Meeting

July 20, 2020

11:30 am PDT - 18:30 UTC

Participating Remotely WMF: Amanda Keton, Amy Vossbrinck, Jaime Villagomez, Janeen Uzzell, Julian Singh, Katherine Maher, Kira Sargatzke, Maria Sefidari, Michael Snow, Raju Narisetti, Ryan Merkley, Shani Evenstein Sigalov, Tanya Capuano,Tony Le, and Tony Sebro.

Participating Remotely KPMG: Jeremy Peters, James Womboldt, and Camille Dyhr

Recording of the Approval of the April 15, 2020 Minutes Tanya Capuano moved, Raju Narisetti seconded - Unanimously approved.

FY 19-20 Audit Plan (KPMG Presentation)

Jeremy Peters and James Womboldt presented the Audit Plan that focused on the following:

KPMG’s Commitment - Quality, Experience, Productivity (using new tools that have been developed since the pandemic), and Insights COVID - 19 related audit risks - Activities that may impact the accounting treatment and disclosures around risks and uncertainty, such as postponements and cancellations of events and convenings, investment portfolio valuation due to market volatility. There had been discussions between KPMG and the Foundation staff and no significant issues have been identified. A summary of the audit approach including: Planning and Risk Assessment - application of materiality in the context of the audit and in preparation and fair presentation of the financial statements, timeline of the audit (May - Sept 2020), significant risks such as management overriding controls to manipulate accounting records and preparing fraudulent financial statements, and new accounting standards that are applicable to the Foundation Independence - this is a shared responsibility between the Foundation and KPMG to ensure there are no other business/employment relationship between the Foundation, Foundation’s directors and officers with KPMG or KPMG professionals Responsibilities of Management and KPMG, including communications between the Foundation and Audit Committee, oversight of financial and accounting matters by the Audit Committee, and communications between KPMG and the Foundation and Audit Committee Inquiries - KPMG is ensuring that they are covering topic areas of interest and concerns to the Audit Committee

FY 19-20 Preliminary Financial Results

Presented by Jaime Villagomez

Year end overview - The Foundation achieved its programmatic commitments to the Annual Plan: Met our financial targets Programmatic ratio is estimated at 76% of total expenses Programmatic investments increased by $18.4M Total cash and investments balance increased to $179.7M (7% increase year over year) Onboarded a total of 106 new staff members with a net increase of 69 new staff for a total of 413 staff members (a 20% year over year growth).

Year end revenue overview

The Foundation over performed our targets in all fundraising categories. Online fundraising and major gifts exceeded their target by +$12.6M Chapter Fundraising was on target Other income exceeded targets - cash and investments portfolio yielded positive returns and generated $2.9M in interest and dividend income.

Year end expense overview

Due to the robust financial management process, the Foundation was in a position to repurpose underruns towards prioritized investment opportunities. Repurposed $10M to fund APG and equity grants for future activities Underrun of $3.7M in personnel expenses Underrun of $2.1M in events and convenings due to COVID-19 Additional underruns in other areas such as contract services.

FY 20-21 Annual Plan

Presented by Janeen Uzzell, Jaime Villagomez, and Katherine Maher

We are looking at a 3 - 5 year horizon in line with the Medium -Term Plan. We are in year two of that plan. We are focused on the “Yellow budget scenario” in the amount of $108M. 30% of the budget has been allocated to the two Medium-Term Plan goals: Goal 1: Grow participation globally, focusing on emerging markets: Brand Awareness, Global Advocacy, and Thriving Movement. Goal 2: Modernizing our product experience: Platform Evolution and Worldwide Readership. We have considered and incorporated the potential impact of COVID-19 on our staff and their engagement and our communities and their engagement.

Organizational Efficacy and Resilience (ERF) is the foundation upon which we approach our strategic priorities and our vision. ERF includes: Mission support, Technical Infrastructure, Fundraising, Shared Services and Risk Management.

Budget Allocation

Reliability - the site is available to readers all over the world, and remains up and responsive Readership - up time access, new features, growth marketing Revenue - ongoing need to raise funds. The recommended allocation is as follows: General Administration - 14% $15.5M Fundraising - 12% - $12.7M Programmatic work - 44% - $47.7M Medium-Term Plan priorities - 30% - $32.1M Total $108.0M This allocation will maintain an appropriate ratio between General Administration and Programmatic expenditure The Foundation anticipates increasing staff during FY 20-21 to a total of approximately +/- 470.

Covid-19 Considerations

Presented by Jaime

Foundation Staff It has been determined that due to COVID-19 the risk of convening is not worth taking. As a result the travel and convening budget has been reduced by 70% to $500K

Community At the moment the Foundation is maintaining the funding support for regional events, conference grants and the WMDE Summit. The Board is being asked for their perspective on this decision.

KPMG left meeting - James Womboldt from KPMG stayed

Application Programming Interface ("OKAPI")

Presented by Tony Sebro and Tony Le

The Foundation has formed Wikimedia, LLC. The Foundation is the single member and has sole authority to conduct the LLC’s affairs. An Operating Agreement will be created to establish roles and fiduciary responsibilities for the key members. A cost sharing agreement will be executed to leverage the Foundation resources and operating practices to maintain a lean LLC cost structure. Costs will be tracked and charged to the LLC by the Foundation. The Foundation will be working on the assessment with KPMG to identify the tax treatment of the LLC activities,

Recommendation to the Board Tanya moved that the Audit Committee recommend the proposed FY20-21 budget to the Board for their consideration, this was seconded by Shani and passed unanimously.

Next Audit Committee Meeting

Potential date September 28 - 30, 2020 to include: Audit Results Presentation and Audit Committee Review and Approval of the Audit Report for issuance.

Respectfully submitted, Amy Vossbrinck