Wikimedia Foundation Audit Committee/2021-06-14

June 14, 2021 Audit Committee Meeting 12:00 pm PDT - 19:00 UTC

Participants: James Baldwin, Tanya Capuano, Amanda Keton, Tony Le, Raju Narisetti, Kira Sargatzke, Tony Sebro, Julian Singh, Michael Snow, Nataliia Tymkiv, Jaime Villagomez, Amy Vossbrinck.

Recording of Approval of Minutes Moved Raju - Seconded Tanya - Unanimous approval.

FY 21-22 Annual Plan(updated to reflect Board feedback) The Foundation staff presented the final Annual Plan that incorporated the Board’s feedback from their review on June 2. Additional investment in Thriving Movement was added for a total increase by USD $22.4M or 157% compared to the prior fiscal year. The Foundation staff also presented the communication strategy and messaging to the Community as follows: Community Share of the Annual Plan set for July 12. In addition to the traditional communication channels: E- lists and a narrative summary on META- Wiki, these additional methods for sharing the plan have been added this year:

A “Diff” blog post

A slide deck on META-Wiki

C Level Annual Plan videos with multilingual translations

C Level Annual Plan Open Hours from July 13 - 31.

Key Messaging Around the Annual Plan will include:

Thriving Movement: Significant budgetary increase in Thriving Movement.

Increase grant making by over 50%

Movement Strategy Implementation

Ensure Wikimedians have systems and tools they need to succeed

Become more welcoming to diverse contributors

Focus on movement governance structure and support

Enforce the Universal Code of Conduct

Newcomer growth pilots in emerging communities

Platform Evolution: Provide technical systems to support equitable, global growth of content and movement.

Thriving Foundation: Create a diverse workforce and inclusive workplace.

Approval by the Audit Committee of the FY 21-22 Annual Plan and Budget. Moved Raju - Seconded Tanya - Unanimous approval.

Enterprise Risk Management (“ERM”) The Foundation shared the progress through April 2021 and the planned activities for FY20-21 Q4 and FY21-22 Q1.

Summary of Progress made to date: The Governance, Risk Management & Compliance (“GRC”) tool has been implemented and rolled out so the Foundation can monitor and report risks.

Summary of activities planned for Q4 and Q1:

Prepare a job description for recruiting of a dedicated staff to manage the ERM program. Partner with external consultants to evolve the program such as: Increase training on the GRC tool and engage additional power users. Continue staff training sessions and risk assessment with COVID-19 risk owners. Continue to develop ERM working teams at functional and leadership levels.

Discussion:

The Audit Committee noted the solid progress evidenced by the ERM program and endorsed the future planning described during the meeting. Other suggestions for future planning were also discussed.

Investment Update The Foundation staff presented an assessment, opportunity and proposed revisions to the Investment Policy Statement (“IPS”) with the objective of increasing the earnings potential while continuing to adhere to our principles of capital and liquidity preservation and maintenance of low risk investments.

The Foundation staff recommended the investment of available cash beyond 4-6 months of operating expenses in the long term fixed income and sustainable equity to earn a higher yield.

Proposed IPS Revisions Operating Fund (Cash and Money Market) Hold 4 - 6 months of operating expenses. Short Term Reserve Fund (Fixed Income) Average duration of <=3.5 years, up to 6 years on an single security Long Term Reserve Fund - Sustainable (Fixed Income/Equity) Fixed Income - Average duration of <=4.5 years, up to 11 years on any single security 35% Fixed Income/65% Equity

Discussion & Action:

As the Staff consider other investments in the Sustainable investing portfolio: Focus on companies with a superior sustainability profile. Companies that have less inherent risk in their business models and may offer opportunities to outperform the benchmark in the long run. When reviewing the Sustainable investing portfolio, Staff should understand and consider how these companies’ sustainable strategies align with broader Movement sustainability goals. The Foundation staff will include this item to future Investment portfolio status updates presented to the Audit Committee. Approval by the Audit Committee of the proposed changes in the Foundation’s IPS, including the investment of available cash.

Moved Raju - Seconded Tanya - Unanimous approval.

Advisory Members Renewal Julian and Michael both agreed to stay on as the Audit Committee Advisory Members for another year.

Next Meeting Date and Time - TBD Proposed Agenda Approval of the Minutes FY20-21 Audit Plan Internal Software Capitalization Policy FY 20-21 Preliminary Financial Results Business Operations Improvement Update

Respectfully submitted: Amy Vossbrinck