The purpose of the Audit Committee (the "Committee") is to assist the Board of Trustees ("Board") of the Wikimedia Foundation ("Foundation") in its general oversight of the Foundation's annual plan and budgetary planning, accounting and financial reporting processes, audits of the financial statements, and internal control, and audit functions.
The Committee oversees the relationship with the independent auditor, as set forth in this charter, and provides advice, counsel, and general direction, as it deems appropriate, to management and the auditors on the basis of the information it receives, discussions with the auditor, and the experience of the Committee's members in business, financial and accounting matters.
Membership and Organization
The Board shall appoint at least three trustees to serve as Committee members. The Board may also appoint one or more additional trustees to serve as alternate Committee members, to act in the place and stead of any absent Committee members. Committee appointments are for a term of one year; however, they shall automatically renew for additional one-year terms unless the appointed trustee is replaced as a Committee member or has their committee membership terminated by the Board. The Board shall appoint one trustee to serve as Committee Chair for a term of two years of office. The term of the Committee Chair shall automatically renew and continue until replaced by the Board or resignation.
Each Committee member will be independent and free from any relationships or conflicts of interest with respect to the Foundation that may impair, or appear to impair, the Committee member's ability to make independent judgments regarding the Foundation's finances.
The Board shall seek to appoint as a voting Committee member at least one trustee who has experience managing or auditing multimillion-dollar organizational budgets.
Volunteer Advisory Members
The Committee may appoint volunteer advisory members to participate in Committee meetings and deliberations. The volunteer advisory members shall be formally nominated by the Committee Chair based on their qualifications and expertise (as determined by the Committee Chair in their sole discretion) and approved by a majority of the Committee. Volunteer advisory members shall be appointed by the Committee for renewable one-year terms. All volunteer advisory members must comply with the same disclosure and certification requirements required by the Board under the Foundation's Conflict of Interest Policy. No volunteer advisory members may be voting Committee members.
The Chief Financial Officer and the Office of the Chief Executive Officer shall provide staff support to the Committee as needed to allow it to function effectively. The Committee Chair may invite Foundation staff to attend the meetings as necessary. No staff members may be voting Committee members.
Overall, the Committee is responsible for hiring and evaluating the external and internal auditor, reviewing the external and internal audits, and overseeing internal financial controls and risk management. In addition to the specific responsibilities listed below, the Board may designate further responsibilities to the Committee that are needed to further the Committee's purpose.
- Appoint, replace, negotiate compensation terms, and oversee the work of the independent auditor, who shall report directly to the Committee;
- Review and discuss the statement from the independent auditor concerning any relationship between the auditor and the Foundation or any other relationships that may adversely affect the independence of the auditor, and, based on such review, assesses the independence of the auditor;
- Establish policies and procedures for the review and preapproval by the Committee of all auditing services and permissible non-audit services (including the fees and terms thereof) to be performed by the independent auditor;
- Review and discuss with the independent auditor: (a) its audit plans, and audit procedures, including the scope, fees and timing of the audit, and (b) the results of the annual audit examination and accompanying management letters;
- Review and discuss reports from the independent auditors on (a) all critical accounting policies and practices used by, (b) alternative accounting treatments within GAAP related to material items that have been discussed with management, including the ramifications of the use of the alternative treatments and the treatment preferred by the independent auditor, and (c) other material written communications between the independent auditor and management;
- Review with the independent auditor its judgments as to the quality (not just the acceptability) of the Foundation's accounting principles and such matters as are required to be discussed with the Committee under generally accepted auditing standards;
- Review and discuss with management and the independent auditor various topics and events that may have significant financial impact on the Foundation or that are the subject of discussions between Management and the independent auditors;
- Review and discuss with management the Foundation's major financial risk exposures and the steps management has taken to monitor and control such exposures;
- Establish policies and procedures that ensure full transparency into the use of all donor funds raised under the Wikimedia name or on its sites, including those raised by the Foundation, the Chapters and other affiliated organizations;
- Review the information to be reported to the Internal Revenue Service on the Foundation's annual Form 990;
- Review and discuss with management and the independent auditor (a) the adequacy and effectiveness of the Foundation's internal controls (including any significant deficiencies and significant changes in internal controls reported to the Committee by the independent auditor or management), (b) the Foundation's internal audit procedures, and (c) the adequacy and effectiveness of the Foundation's disclosures controls and procedures, and management reports thereon;
- Reviews matters related to the corporate compliance activities of the Foundation;
- Review, discuss, and approve the Foundation's Investment Policy;
- Review and discuss with management the Foundation's risk assessment, the management of major risk exposures, and the steps management has taken to monitor and control such exposures;
- Review, discuss, and grant preliminary approval of the Foundation's annual plan and budget, before recommending the budget to the full Board for final approval;
- Ensure procedures exist for the receipt, retention and treatment of complaints received by the Foundation regarding questionable accounting, internal accounting controls, or auditing matters, and the confidential submission by employees of concerns regarding waste, fraud, abuse, and other wrongdoing; and
- Establish policies for the hiring of employees and former employees of the independent auditor.
Procedures and Processes
Unless specified otherwise in this Charter, the Committee shall follow the same rules and practices as the full Board follows for its meetings, decision-making, and recordkeeping.
The Committee shall meet at least once per quarter, and otherwise as deemed necessary by the Committee Chair. The required attendees are the Committee members and the relevant staff members as determined by the meeting agenda. Trustees serving as alternate Committee members (if any) are not required attendees; they may not vote unless appointed by the Committee Chair to act in the place and stead of an absent regular Committee member. A quorum is a majority of the voting Committee members, and a majority of voting members present shall decide any question brought before the Committee. A meeting may be in person, by telephone, or videoconference so long as all participants are able to hear one another and participate in simultaneous deliberation.
At each regular Board meeting, the Committee Chair shall report to the full Board on the Committee's activities since the last regular Board meeting. Each meeting will have an agenda and minutes, which will be available to the Board and relevant staff.
On an annual basis, the Committee will perform a self-assessment, and will review and reassess this charter. The result will be reported to the full Board and include any recommended changes to the Committee activities or its charter.
Independent Auditors and Management
The Committee has the authority, at the expense of the Foundation, to retain independent accountants, lawyers, or other advisors as it deems appropriate to carry out its duties. The Committee has sole authority to approve related fees and retention terms.
The Committee Chair and the Board Chair must be contacted directly by the independent auditor (1) to review items of a sensitive nature that can impact the accuracy of financial reporting, or (2) to discuss significant issues relative to the overall Board responsibility that have been communicated to management but, in their judgment, may warrant follow-up by the Committee.
The Foundation's independent auditing firm is responsible for performing an independent audit of the consolidated financial statements in accordance with generally accepted auditing standards and rendering an opinion thereupon.
Foundation staff responsible for (a) the preparation, presentation, and integrity of the Foundation's financial statements; (b) accounting and financial reporting principles; and (c) the Foundation's internal controls and procedures designed to promote compliance with accounting standards and applicable laws and regulations.