Wikimedia Foundation Audit Committee/2024-10-08
Wikimedia Foundation Audit Committee Meeting
October 8, 2024
Location: Virtual
10:00 - 11:30 am PDT
17:00 - 18:30 UTC
Participants
Committee Members Present: Audit Committee Chair: Kathy Collins* Audit Committee Board Members: Raju Narisetti*, Lorenzo Losa* Audit Committee Alternates: Mike Peel*, Luis Bitencourt-Emilio* Audit Committee Advisors: Julian Singh
Non-Committee Members Present: WMF Chief Executive Officer: Maryana Iskander* Staff Liaison: Jaime Villagomez* Other Staff: Courtney Bass Sherizen*, Helen Pang, James Baldwin, Lisa Gruwell, Shelby Langan, Aeryn Palmer, Stephen LaPorte, Nadee Gunasena, Amy Vossbrinck, Phil Bradley-Schmieg
Invited Guests: KPMG: Jeremy Peters, Spencer Endicott, Victory Ijegbi
The meeting opened at 10:02 am PDT.
Kick off and Approval of the July 29, 2024 Minutes
Moved to approve the July 29, 2024 Audit Committee Minutes: Raju Narisetti
Seconded: Lorenzo Losa
Approved by voting members: Raju Narisetti, Kathy Collins, Lorenzo Losa
KPMG Audit Results FY 23-24
Shelby Langan, Technical Accounting and Financial Reporting Principal, provided an overview of financial results and takeaways from the FY 23-24 audit report.
KPMG presented the results of their audit of the Foundation’s FY 23-24 financial statements and noted that they will be issuing an unmodified opinion, also known as a clean opinion, that the Foundation’s financial statements fairly present, in all material respects, the financial position, statements of activities and cash flows, and the related notes of the Foundation as of June 30, 2024 and 2023.
No material weaknesses regarding the audit or internal controls were found. Trustees asked if they could also receive a draft of the financial statements for the Endowment and it was agreed that those would be shared.
Moved that the Audit Committee approve the issuance of the Foundationʼs FY 23-24 audited financial statements: Raju Narisetti
Seconded: Kathy Collins
Approved by voting members: Raju Narisetti, Kathy Collins, Lorenzo Losa
FY 25 Financial Results and Projections as of August 2024
James Baldwin, Senior Director of Finance Strategy and Planning, presented FY 24-25 projections. As of the August projection, the Foundation expects to slightly exceed the full year revenue budget by approximately +2% and slightly underrun the expenses budget by approximately -2%. These projections are early and we will get more certainty on our revenue projections as we begin the English fundraising campaign in Q2.The Foundation is on track to meet the programmatic ratio of 77%, and the working capital reserve is projected to increase to 17.4 months, within the Foundation’s 12-18 month target.
Enterprise Risk Management (Digital Services Act) Stephen LaPorte, General Counsel, Aeryn Palmer, Deputy General Counsel, and Phil Bradley-Schmieg, Lead Counsel provided an update on the Digital Services Act (DSA) audit. The Foundation was required to undergo an audit, covering August 2023 through August 2024, to assess compliance with the regulations set forth by the DSA. The audit rated the Foundation’s compliance efforts as “Positive with Comments”, and the auditors made a few recommendations. There was discussion about how the Foundation would respond and how the audit would be shared with the community.
Annual Integrity Report and People & Culture Topics
Courtney Bass Sherizen, Chief People Officer, presented a report on the number of employee complaints filed in the past year and the status of their resolution. Trustees asked if future reports could categorize the complaints by severity and/or by category. She also described an annual integrity report to the Audit Committee in Q3 of each year that would include high-level, aggregate and anonymous data and analysis on complaints, misconduct, policy and values violations and exits. The Audit Committee was also informed of other People & Culture updates that it will receive going forward especially related to compensation.
Future Agendas
Kathy Collins, Audit Committee Chair, and Jaime Villagomez, Chief Financial Officer provided an update on future agendas for the Audit Committee. The meeting adjourned at: 11:22 am PDT
Respectfully submitted by Amy Vossbrinck
- An Executive Session was held with the CEO, the CFO, the Chief People Officer and the Trustees.
APPENDIX: PASSED RESOLUTIONS
Resolution: Minutes Approval, October 8, 2024
This resolution was approved on October 8, 2024.
RESOLVED, that the Audit Committee hereby approves the minutes from the July 29, 2024 Audit Committee meeting.
Moved to approve: Raju Narisetti
Seconded: Lorenzo Losa
Approved by voting members: Raju Narisetti, Kathy Collins, and Lorenzo Losa
Resolution: Approval of the issuance of the Foundation’s FY 23 - 24 annual audited financial statements, October 8, 2024
This resolution was approved on October 8, 2024.
RESOLVED, that the Audit Committee approve the issuance of the Foundationʼs FY 23 - 24 audited financial statements
Whereas, the Audit of the Wikimedia Foundation’s FY 23-24 Financial Statements has been completed by KPMG; Whereas, KPMG issued an unmodified opinion, and no material weaknesses regarding the audit or internal controls were found;
RESOLVED, that the Audit Committee hereby approves the issuance of the Foundationʼs FY 23- 24 audited financial statements for FY 23-24.
Moved that the Audit Committee approve the issuance of the financial statements: Raju Narisetti
Seconded: Kathy Collins
Approved by voting members: Raju Narisetti, Kathy Collins, Lorenzo Losa