Wikimedia Foundation Audit Committee/2025-09-30
Wikimedia Foundation Audit Committee Meeting
September 30, 2025
Location: Virtual
10:00 - 11:30 am PST 17:00 - 18:30 UTC
Participants
Committee Members Present: Audit Committee Chair: Kathy Collins (Executive Session)
Audit Committee Members: Raju Narisetti (Executive Session), Luis Bitencourt-Emilio (Executive Session)
Audit Committee Alternates: Christel Steigenberger (Executive Session), Maciej Nadzikiewicz (Executive Session)
Audit Committee Advisors: Michael Snow, Tanya Capuano
Non-Committee Members Present: WMF Chief Executive Officer: Maryana Iskander (Executive Session), Staff Liaison: Jaime Villagomez (Executive Session)
Other Staff: Kira Sargatzke, Helen Pang, Shelby Langan, Lisa Gruwell, Nadee Gunasena, Aeryn Palmer, James Baldwin, Jacob Rogers, Mark Bergsma, Amy Vossbrinck, Dhaval Patel, Paloma Thombley, Selena Deckelmann
Board Member/Guest: Mayree Clark, Nataliia Tymkiv (Executive Session)
KPMG Staff Present: Spencer Endicott, Jeremy Peters, Keith Pew, Pavlo Syropyatov
Kathy Collins opened the meeting at 10:00 am PDT Welcome to Raju Narisetti who has rejoined the Audit Committee
Moved to approve the July 31, 2025 Audit Committee minutes: Luis Bitencourt-Emilio, Seconded: Kathy Collins Unanimous approval by voting members: Kathy Collins, Luis Bitencourt-Emilio, and Raju Narisetti
Approval of FY 24-25 Audited Financials Presented by: Spencer Endicott, Jeremy Peters, Keith Pew and Pavlo Syropyatov
KPMG’s presented their Audit of FY24-25 Financials Statements and required communications to those charged with governance: The Foundation's reporting was found to be free of misstatement and in accordance with Generally Accepted Accounting Principles. No matters were found regarding significant accounting policies and practices. There were no corrections and no errors or omissions found in the materials provided to KPMG by Foundation staff during the audit.
FY24-25 Financial Statement Audit Takeaways: Presented by Shelby Langan (Technical Accounting & Financial Accounting Principal)
Key takeaways from the FY 24-25 audit results include: To better reflect the organization’s financial activities and align with common nonprofit practices, the following presentation changes have been made to the financial statements: Wikimedia Enterprise revenue is now presented separately in the Statement of Activities and deferred revenue is presented separately on the balance sheet. The Foundation will report total assets rather than a breakdown of current assets and non current assets. Operating revenue outperformed the budget while expenses were in line with the budget Net assets represents 17.1 months of operating expenses (based on annual plan of expenses for FY 2025-2026), in-line with our target.
Vote to approve issuance of the FY24-25 Audited Financial Statements: Kathy reminded the committee that a vote to approve the FY 24-25 audited financials is meant to indicate the Committee’s comfort with the report and agreement that the financials are clear and understandable.
Moved to approve the FY24-25 Audited Financials: Raju Narisetti Seconded: Luis Bitencourt-Emilio Unanimous approval by voting members: Kathy Collins, Luis Bitencourt-Emilio, and Raju Narisetti
Enterprise Risk Management/Data Center Location Risk Assessment Presented by: Mark Bergsma ( Vice President, Site Reliability Engineering) and Selena Deckelmann (Chief Product and Technology Officer)
This presentation focused on how broad risks inform the Foundation’s data center and caching center location strategies. Staff described how the Foundation was conducting risk assessments of the current locations.
Mark provided an overview of the current locations. The Foundation has both data centers and caching centers. The two full data centers are in the United States - one in Texas and one in Virginia. These full data centers host content and store private data. The smaller caching centers are used to accelerate access by users and are located in Brazil, France, the Netherlands, San Francisco and Singapore.
Risk overview The broad risks can be categorized as legal/ regulatory and operational. The legal risks reflect the geo specific laws and regulations governing these specific geographic jurisdictions. The Foundation’s Legal Team has assessed that moving the current Data Centers to another geographic jurisdiction would not mitigate emerging geo specific legal risks. Legal and regulatory geo specific requirements are due to many factors including the state of legal incorporation of The Foundation and specific laws.. The Foundation is closely monitoring these broad risks.
Operationally, the data centers pose the most risk, but full redundancy is maintained between the two data centers. The caching centers pose the least risk, are faster and more reliable and do not maintain full content support.
Next Steps The Foundation has started investigating the potential establishment of a third full (read-write) data center. The Netherlands is the preferred location due to good data retention, safe harbor protections, and strong privacy protections. There are no pending proposals. The Foundation expects that its investigatory conclusions will inform future Annual Plans.
EU DSA 2025 Audit - Digital Services Act Presented by Aeryn Palmer ( Deputy General Counsel) and Jacob Rogers (Associate General Counsel)
The Digitals Services Act (DSA) is a regulation introduced by the European Union which establishes rules and obligations for digital platforms to enhance accountability for content. The EU Digital Services Act (DSA) does not mandate specific auditing standards but requires that Very Large Online Platforms (VLOPs) and Very Large Online Search Engines (VLOSEs) undergo annual independent audits to assess compliance with DSA obligations. The Foundation’s audit period covers an annual period ending in August.
This is the second year of the required audit, which was conducted by Holistic AI, and covers Article 37, Independent audit - the Digital Services Act (DSA).
This year 19 DSA Articles were audited and the Foundation received: 8 positive ratings 7 positive ratings with comments 4 negative ratings
The 4 negative ratings were not compliance violations, but referred to the need for more documentation, which the Foundation will provide going forward.
The audit is focused on Wikipedia and does not include WMDE or affiliates. The results of the DSA Audit will be published on the Office Wiki.
Financial Results Update Presented by James Baldwin (Senior Director of Finance Strategy and Planning)
This information covers results for July and August of 2025.
FY 25-26 Year to Date Revenue results have surpassed the budget primarily due to earlier campaign testing during the typically lower revenue months. Expenses are tracking slightly higher than budget. Revenue +27% (+$5.3M) Expense: +2% (+$0.6M)
Early Projection Outlook The revenue outlook will be informed by the Big English campaign and it remains too early to project the fundraising outlook for the year. The Foundation projects better than budgeted investment income,Wikimedia Enterprise revenue is expected to exceed budget because of contracts signed to date and those anticipated in the balance of the year.
We are experiencing some pressure in a few areas of operating expenses and higher than planned currency impacts due to the declining value of the US Dollar.
FY 24-25 Wikimedia Enterprise Financials Presented by Kira Sargatzke (Senior Manager, Finance)
Kira presented an overview of FY 24-25 results. Total Revenue: $8.3M Cost of Services (hosting fees and internal amortization expenses): $1.2M Gross Profit: $7.1M Total Expenses: (personnel, professional services and contractors, travel): $3.3M Operating Profit before tax $3.9M Income Tax: $0.008M
Investment Policy Discussion Presented by Shelby Langan (Technical Accounting & Financial Accounting Principal)
The Committee discussed the role of equities in the investment portfolio and the trade off between growth and stability goals given the importance of the investment portfolio to the Foundation’s operating cash and working capital reserves.
This presentation addressed the role of equities in the Foundation’s investment portfolio. The portfolio is managed by the Bank of America. The investment portfolio’s purpose is to support our working capital reserve by providing for sufficient liquidity, managing investment risk, and optimizing investment returns within acceptable risk parameters.
The Audit Committee was asked to approve an update to the Investment Policy Statement (IPS) to establish an overall target of 15% and a minimum-maximum range of 10% to 20% for equities. The target equity allocation, minimum and maximum will provide staff with specific guidance. Currently the asset allocation in equities is 18% of the total portfolio. The current Investment Policy has a target of 65% equities within the Long Term Fund (currently at 50.5%), but it does not prescribe an overall target, minimum and maximum range for the allocation of equities.
The proposal is to: Retain equities within the Investment Policy and revise the Foundation’s Investment Policy by setting an overall IPS equities target and range that will be applied to the total portfolio and to remove the 65% equities target within the Long Term Fund. Establish the following ranges to provide prudent diversification with sufficient flexibility Target of an equities asset allocation of 15% of total portfolio. Set a minimum/maximum equities asset allocation range of 10% to 20% of the portfolio.
Moved to approve the proposed revision to the Foundation’s Investment Policy: Raju Narisetti Seconded: Kathy Collins Unanimous approval by voting members: Kathy Collins, Luis Bitencourt-Emilio, and Raju Narisetti. This is an Audit Committee action only and does not go to the Foundation’s Board for approval.
Kathy Collins closed the meeting at 11:23 am
Executive Session Kathy Collins, Raju Narisett, Luis Bitencourt-Emilio, Nataliia Tymkiv, Christel Steigenberger, Maciej Nadzikiewicz, Jaime Villagomez, Maryana Iskander
APPENDIX: PASSED RESOLUTIONS
Resolution: Minutes Approval, September 30, 2025
RESOLVED, that the Audit Committee hereby approves the minutes from the July 31, 2025 Audit Committee meeting.
Move to approve minutes: Luis Bitencourt-Emilio Seconded: Kathy Collins Unanimous approval by voting members: Kathy Collins, Luis Bitencourt-Emilio, and Raju Narisetti.
Resolution: To approve issuance of the FY 24-25 Audited Financials, September 30, 2025
RESOLVED, that the Audit Committee hereby approves issuance of the FY 24-25 Audited Financials
Move to approve the FY25 Audited Financials: Raju Narisetti Seconded: Luis Bitencourt-Emilio Unanimous approval by voting members: Kathy Collins, Luis Bitencourt-Emilio, and Raju Narisetti.
Resolution: To approve the proposed revision to the Foundation’s Investment Policy, September 30, 2025
RESOLVED, that the Audit Committee hereby approves the proposed revision to the Foundation’s Investment Policy.
Moved to approve the proposed revision to the Foundation’s Investment Policy: Raju Narisetti Seconded: Kathy Collins Unanimous approval by voting members: Kathy Collins, Luis Bitencourt-Emilio, and Raju Narisetti.