Wikimedia Foundation Audit Committee/2025-04-21
Wikimedia Foundation Audit Committee Meeting
April 21, 2025
Location: Virtual
10:00 - 11:30 am PST
17:00 - 18:30 UTC
Participants
Committee Members Present:
Audit Committee Chair: Kathy Collins
Audit Committee Members: Esra’a Al Shafei
Audit Committee Alternates: Maciej Nadzikiewicz* and Mike Peel
Audit Committee Advisors: Michael Snow
* served as voting member in the absence of Luis Bitencourt-Emilio
Non-Committee Members Present:
WMF Chief Executive Officer: Maryana Iskander
Staff Liaison: Jaime Villagomez
Other Staff: James Baldwin, Nadee Gunasena, Kira Sargatzke, Helen Pang, Shelby Langan, Lisa Gruwell, Amy Vossbrinck, Jacob Rogers, Dhaval Patel, and Mark Bergsma.
Guest: Mayree Clark, Wikimedia Endowment Board Member
KPMG: Chad Franks (Tax Engagement Partner) and McCain Highfill (Manager)
Kathy Collins opened the meeting convened at 10:01 am PDT.
Kick Off and Approval of February 26, 2025 Minutes
Moved to approve the February 26, 2025 Audit Committee minutes:
Kathy Collins
Seconded: Mike Peel
Unanimous approval by voting members: Kathy Collins. Maciej Nadzikiewicz, and Esra’a Al Shafei
Wikimedia Foundation Form 990 and Form 990-T FY 23-24 Approval
Introduction and conclusion presented by: Shelby Langan, Accounting Principal
KPMG 990 Summary presented by Chad Franks (Tax Engagement Partner) and McCain Highfill (Manager). The committee was notified that the FORM 990 would be shared with the full board before it is submitted.
Moved to approve the FY 23-24 Form 990 and Form 990-T:
Kathy Collins
Seconded: Maciej Nadzikiewicz
Unanimous approval by voting members: Kathy Collins, Maciej Nadzikiewicz Esra’a Al Shafei Chad Frank and Mc Cain Highfill of KPMG left the meeting at 10:20 am PDT.
Wikimedia Foundation KPMG Audit Engagement Approval FY 24-25
Presented by: Shelby Langan, Accounting Principal
The committee was briefed on the KPMG fee proposal for the audit. The staff of the Foundation recommends continuing with KPMG.
If the Audit Committee approves the ongoing engagement, the engagement letter will be signed by the Audit Committee Chair in June/July, and KPMG will present their audit plan in the late July/early August meeting.
Move to approve the FY 24 - 25 KPMG Audit Engagement:
Kathy Collins
Seconded: Esra’a Al Shafei
Unanimous approval by voting members. Kathy Collins, Maciej Nadzikiewicz, Esra’a Al Shafei
Enterprise Risk Management
Presented by: Helen Pang, Vice President/Controller, Mark Bergsma, Vice President, Site Reliability Engineering
Status Update - High Risk Narrative FY26 APP Draft - Helen Pang
The high risk focus areas are: Legal/Compliance, Operational, Technology vulnerabilities, Brand and Strategy. These risks and the corresponding mitigation steps are documented in the draft High Risk Narrative, which is aligned with APP work.
The risks have been updated to reflect newly identified factors and to provide the latest status on this fiscal year’s mitigation plans.
The staff encouraged comments on the draft and said that the committee will revisit this topic in the May Audit Committee meeting prior to issuing it in final for the full board’s information.
Security Incident/Credential Stuffing - Mark Bergsma
The committee was briefed about a credential stuffing attack which occurred in March across wikis, likely originating from data hacks from unrelated websites.
No significant actions were taken by the perpetrators with compromised accounts, and there is no indication that the accounts database was leaked, or our systems were compromised. Users impacted were notified and the attack signature has been blocked. All compromised accounts have been locked.
Gift Policy and Commercial Contracts Policy Discussion
Presented by Shelby Langan, Accounting Principal
Kathy Collins explained that these policies were presented for discussion and feedback, not approval because as a general matter the Board of Trustees delegated responsibility for policies that impact the Foundation to the CEO and management team.
Gift Policy: The gift policy is being updated to simplify the policy and to enable the Board of Trustees to focus its approval requirement on significant gifts or gifts that present risks.
The proposed changes include increasing the Board notice threshold from >$250K to $1M; notice of restricted gifts only if not part of organizational priorities identified in annual plan,excluding from the Policy types of gifts that the Foundation has accepted and have no associated restrictions (i.e., collectibles, artwork, etc.), and strengthening the Policy on accepting real estate donations.
The Board of Trustees has 7 days to review donations.
Commercial Contracts Policy: A new policy for commercial contracts and sales related to Wikimedia Enterprise and merchandise sales is under development and will be presented at the next Audit Committee meeting for their endorsement.
The benefits of such a policy are:
- Formalize a policy to ensure clarity, understanding, and transparency to the Audit Committee to allow for oversight and inquiries
- Separate this from gift policy since they have different criteria, (e.g., contract negotiations)
- Provide clarity and assurance for the transparency/accountability/governance and risk management of these contracts and sales.
Financial Update-Market Volatility and FY 26 Budget
Presented by Dhaval Patel, Principal Investment Manager and James Baldwin, Senior Director of Finance Strategy and Planning
Market volatility - Dhaval Patel
Recent trends suggest volatility and uncertainty may continue, driven by global trade policy, inflation, geopolitical instability, and rapid shifts in investor and consumer buying sentiment. Patel said will continue to manage investments in accordance with the Board of Trustees’ approved investment policy, which aligns investments with risk tolerance and long-term goals, reducing the risk from the current market volatility. TheFY25 investment income projection remains inline with our previously shared projection.
Update on FY26 Budget Planning - James Baldwin
Our Financial Projection for the remainder of FY24-25 is expected to remain stable with revenue exceeding expenditures, as previously projected.
The projected budget for FY 26 is $207.5 M. The Foundation is in the final phase of budget planning and the budget will be presented to the May Audit Committee meeting to vote on recommending the budget for approval by the board at the June meeting.. The Annual Plan, which includes the initial draft of the budget will be posted on META for review.
Meeting concluded at 11:16 am PDT
Executive Session
An Executive Session was held and attended by the following participants:
Kathy Collins
Jaime Villagomez
Esra’a Al Shafei
Maciej Nadzikiewicz
Mike Peel
Maryana Iskander
Respectfully submitted: Amy Vossbrinck
APPENDIX: PASSED RESOLUTIONS
Resolution: Minutes Approval, April 21, 2025
RESOLVED, that the Audit Committee hereby approves the minutes from
the February 26, 2025 Audit Committee meeting.
Move to approve minutes: Kathy Collins
Seconded: Mike Peel
Unanimous approval by voting members.
Resolution: FY 23-24 for 990 and Form 990-T Approval, April 21, 2025
RESOLVED, that the Audit Committee hereby approves the FY 23-24 Form 990 and Form 990-T for the Wikimedia Foundation.
Move to approve Form 990 and Form 990-T: Kathy Collins
Seconded: Maciej Nadzikiewicz
Unanimous approval by voting members.
Resolution: FY 24-25 KPMG Audit Engagement Approval, April 21, 2025
RESOLVED, that the Audit Committee hereby approves the FY 24 - 25 KPMG Audit Engagement for the Wikimedia Foundation financial statements reported in accordance with generally accepted accounting principles.
Move to approve FY 24-25 KPMG Audit Engagement: Kathy Collins
Seconded: Esra’a Al Shafei
Unanimous approval by voting members.