Endowment:Wikimedia Endowment Audit Committee Charter

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Purpose

The purpose of the Audit Committee (the "Committee") is to assist the Board of Directors ("Board") of the Wikimedia Endowment ("Endowment") in its 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

Committee Members

The Board shall appoint at least three members of the Committee, including at least one member of the Board to serve as a member of the Audit Committee. The Board may appoint non-Board members to serve on the Committee. Committee appointments are for a term of one year; however, they shall automatically renew for additional one-year terms unless the appointed member is replaced as a Committee member or has their committee membership terminated by the Board. The Board shall appoint one member who is not a member of the Finance Committee 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 Endowment that may impair, or appear to impair, the Committee member's ability to make independent judgments regarding the Endowment's finances.

Members of the Finance Committee must constitute less than half of the Audit Committee.

Endowment Staff

The Treasurer shall provide staff support to the Committee as requested. The Committee Chair may invite Endowment staff to attend the meetings as necessary. No staff members may be voting Committee members.

Responsibilities

Overall, the Committee is responsible for setting the Endowment's hiring and evaluating the external 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;
• Approve performance of any non-audit services to be provided by the auditor;
• Review the information to be reported to the Internal Revenue Service on the Endowment's annual Form 990;
• Review and discuss the statement from the independent auditor concerning any relationship between the auditor and the Endowment or any other relationships that may adversely affect the independence of the auditor, and, based on such review, assesses the independence of the auditor;
• Review and discuss with the independent auditor: (a) its audit plans, and audit procedures, including the scope, fees and timing of the audit, (b) the results of the annual audit examination and accompanying management letters, and (c) determine whether to accept the audit;
• 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;
• Confer with the auditor to satisfy the Committee that the financial affairs of the Endowment are in order;
• Review with the independent auditor its judgments as to the quality (not just the acceptability) of the Endowment'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 Endowment or that are the subject of discussions between Management and the independent auditors;
• Review and discuss with management and the independent auditor (a) the adequacy and effectiveness of the Endowment'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 Endowment's internal audit procedures, and (c) the adequacy and effectiveness of the Endowment's disclosures controls and procedures, and management reports thereon;
• Review and discuss with management the Endowment's major financial risk exposures and the steps management has taken to monitor and control such exposures;
• Reviews matters related to the corporate compliance activities of the Endowment; and
• Ensure procedures exist for the receipt, retention and treatment of complaints received by the Endowment regarding questionable accounting, internal accounting controls, or auditing matters, and the confidential submission by employees of concerns regarding waste, fraud, abuse, and other wrongdoing.

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.

Meetings

The Committee shall meet at least twice per year, 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. 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.

Reporting

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.

Self-Evaluation

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 Endowment, 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 Endowment'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.

Endowment staff are responsible for (a) the preparation, presentation, and integrity of the Endowment's financial statements; (b) accounting and financial reporting principles; and (c) the Endowment's internal controls and procedures designed to promote compliance with accounting standards and applicable laws and regulations.