Wikimedia Foundation Audit Committee/2025-07-31

Wikimedia Foundation Audit Committee Meeting

July 31, 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 Shafel, Luis Bitencourt-Emilio(Executive Session)

Audit Committee Alternates: Christel Steigenberger, Mike Peel, Maciej Nadzikiewicz (Executive Session)

Audit Committee Advisors: Michael Snow, Tanya Capuano

Non-Committee Members Present: WMF Chief Executive Officer: Maryana Iskander Staff Liaison: Jaime Villagomez Other Staff: Kira Sargatzke, Helen Pang, Shelby Langan, Lisa Gruwell, Nadee Gunasena, Jodi McMurray, Aeryn Palmer, Angelito Reyes, Amy Vossbrinck, Dhaval Patel, Paloma Thombley

KPMG Staff Present: Spencer Endicott, Jeremy Peters, Pavlo Syropyatov

Kathy Collins opened the meeting at 10:02 am PDT

Welcome to all participants and a thank you to Esra’a Al Shafel for her service on the Foundation Board and on the Audit Committee. This will be Esra’a’s last Audit Committee meeting because she is resigning from the board in August.

Moved to approve the May 28, 2025 Audit Committee minutes: Kathy Collins

Seconded: Esra’a Al Shafel

Unanimous approval by voting members: Kathy Collins, Christel Steigenberger, Esra’a Al Shafel, Mike Peel

KPMG Audit Plan

Presented by Spencer Endicott (KPMG Lead Partner). Also attending: Jeremy Peters (KPMG Acct Executive) and Pavlo Syropyatov (KPMG Engagement Manager)

KPMG reviewed the members of their team who will be working on the Foundation’s audit. In addition they shared the audit timeline, the required communications, and how they determine the level of materiality for consideration in the preparation of the audit.

KPMG noted that while KPMG does not offer an opinion on internal controls, it does gain an understanding of the controls and will communicate to the Committee if any concerns arise.

KPMG reviewed Foundation management and KPMG responsibilities with respect to the audit. Audit Committee members were asked to contact KPMG if they are aware of any non compliance issues.

Shelby Langan (Technical Accounting & Financial Accounting Principal) noted that the Foundation will publish the audit report, FAQs and an external communications in October.

An update was provided regarding recent improvements in Accounting to strengthen the Internal controls: Financial Close and Reporting Controls Presented by Helen Pang (Vice President/Controller) and Angelito (Senior Manager of Accounting) monthly close process, review related internal controls for design improvements and document the controls in place under the COSO framework. Additionally, new controls were implemented which helped strengthen the monthly close process for more accuracy, reliability and completeness, and shorten the time frame for the monthly close process..

Recent improvements have provided the following benefits: strengthening of internal controls accurate and timely financial reporting to all departments an earlier monthly close Looking ahead, the team will continue to look for ways to automate manual work, continue reviewing and documenting controls for material processes, and embedding accounting reviews earlier in the Wikimedia Enterprise contract workflow to conduct the revenue recognition assessment earlier in the process. These changes aim to reduce risk, support scalability, and improve decision-making across the organization.

Business Operations Annual Update

Presented by Jodi McMurray (Senior Manager, Continuous Process Improvement)

The Continuous Process Improvement Team is beginning its 4th year of work focused on efficient and scalable operations in an effort to optimize business workflows. Initially this work was done in the Finance and Administration Department. The learnings and the tools that have been developed are now being shared with other departments in the Foundation.

Notable improvements made in FY 25 include: The roll-out of a user-centered travel workflow The strengthening of data and systems documentation and governance for the Finance & Administration Department including the Finance Strategy, Finance Operations and ITS Teams and also for the People Department The improvement in business arrangement contract process by reducing exceptions by 25%, such as after the fact policy exception when services or goods were procured outside of policy. The completion of standard and consistent accounting controls documentation under a controls framework. The redesign of our administrative office based practices fueled by our SF Office relocation to better support a remote workforce which resulted in an 80% reduction in expenses from the past year The launch of multi-year initiatives to mitigate potential financial risk by modernizing the fixed assets accounting system and enhancing scalability and user experience of expense reimbursement processes.

FY 25 Preliminary Financial Results and Investments

Presented by Kira Sargatzke (Senior Management, Finance) and Shelby Langan (Technical Accounting & Financial Accounting Principal)

Preliminary Full Fiscal Year Financial Results Revenue Actuals $208.6 million Fundraising revenue was $184M and exceeded its target by +$10M. WM Enterprise revenue was $8.3M and exceeded its target by $3.3M. Investment income was $6.9M and exceeded its target by +$2M.

Expenses Actuals $190.9 million Expenses were $190.9M and we achieved our target with 0% variance vs. budget, largely because of staff vacancies. The functional expenses also achieved our programmatic target of 77% and our functional expenses were:

Programmatic 77% General Administration 11% Fundraising 12% Total Expense 100%

Working Capital Reserve The working capital reserve increased by 9% or $25M for total net assets of $296.6M. We project a working capital reserve of 17.1 months within the Foundation target of 12 to 18 months.

Investments and Investment Policy Investment goals were achieved as of Jun 30, 2025: Investments were in conformance with the Investment Policy Statement including: Operating fund cash of $72M within our target of maintaining 4-6 months of expenses to manage short term cash needs. Investment Income was $6.9 million Cash and Investments balance increased year over year by $19M (+7%) to $285.4 million.

Future Agendas

Presented by Shelby Langan (Technical Accounting & Financial Accounting Principal) It is expected that the Committee will generally follow the year over year agendas. If the Foundation receives the 100&Change grant, the budget will need to be revised.. Upcoming reports from the People Team are anticipated as follows: February or April - executive compensation benchmarks (April) and new systems and processes (tentatively February) July - the annual integrity report The Committee was invited to reach out to Kathy if there are other topics that need to be addressed.

Meeting concluded at 11:06 am PDT

Executive Session

An Executive Session was held and attended by the following participants: Esra’a Al Shafel Luis Bitencourt-Emilio Kathy Collins Spencer Endicott - KPMG Maryana Iskander Maciej Nadzikiewicz Mike Peel Jeremy Peters - KPMG Christel Steigenberger Pavlo Syropyatov - KPMG Jaime Villagomez

Respectfully submitted: Amy Vossbrinck

APPENDIX: PASSED RESOLUTIONS

Resolution: Minutes Approval, July 31, 2025

RESOLVED, that the Audit Committee hereby approves the minutes from the May 28, 2025 Audit Committee meeting.

Move to approve minutes: Kathy Collins Seconded: Esra’a Al Shafel Unanimous approval by voting members: Kathy Collins, Christel Steigenberger,Esra’a Al Shafel, Mike Peel