[Foundation-l] Audited financial statements released!

[Anthere]

Dedalus wrote:
> Brad:
> 
> You wrote:
> 
> I want to specially thank the members of the audit team, Michael Davis
> and Danny Wool,
> 
> Congrats first for having audited financial statements. That is great.
> Another great thing is that you published the Management Letter - which is
> rather uncommon to do.

I was actually surprised Brad chose to publish that letter, as I 
remember the auditors saying it was a set of recommandations given for 
internal consideration.
However, I am actually happy it is published, because it shows the 
reality of what a board member needs to do. Not deciding on english 
arbcom elections, not only fancy tv interviews or conferences, not 
really receiving complaints in case of edit wars. But rather making sure 
we build up a good and solid basis for the organisation.

> The auditors recommend the creation of an audit committee, on page 11. The
> audit team Michael Davis and Danny Wool what was their role and capacity?

Yes, there was an offical audit committee. The official audit team was 
Michael David, Brad Patrick, Tim Shell and Jimmy Wales, 
http://wikimediafoundation.org/wiki/Resolution_Audit_Committee.
Practically, the people who worked on the audit were not necessarily 
those listed in the committee :-)

The current audit team suggested an audit committee charter, to be 
submitted to board approval. This will be another step toward clearer 
procedures and guidelines. I do not consider it an urgent item right 
now, so I presume adoption of the charter and approval of the new audit 
committee could be delayed at least january, if not february. So, it is 
currently pending.

> Did they serve as a de facto audit committee? If looking for new members,
> I've a degree in economics/business administration and am a Certified
> Internal Auditor and member of the Institute of Internal Auditors (IIA,
> Inc.).

Interesting !
Noted.

> Having published the Management Letter, I would like to call attention of
> members of the community, espescially staff and committee members to another
> recommendations on page 11 of the Management Letter "Like many small
> non-profit organizations, Wikimedia Foundation, Inc., functions with a small
> staff and requires the board involvement in various management functions to
> provide needed oversight and independent review. As the organization grows
> and resources become available, we recommend systems be developed to reduce
> the need for board involvement in certain of these duties and allow the
> board to focus on overall governing, setting strategy and policy objectives,
> approving staff and committees, plans to achieve objectives and monitoring
> progress toward meeting the objectives. Also, we recommend actively seeking
> additional independent board membership."
> 
> The first might involve assigning real responsibilities and authority to
> some committee - committees that already have been esthablished.

Agreed. However, we face some scaling problems with the committees, so a 
re-work is planned on this very issue.

> The second point about "independent board membership" might need some
> clarification. In auditor-speak independent is someone without an executive
> positive, or a non-executive. Indepedent board members only "provide needed
> oversight and independent review", they are not directly involved in day to
> day operations or executive decision making.

Nod.
Which directly clashes with the noisy request of having mostly community 
members on the board (those ones are likely to precisely get involved in 
executive decision making and daily operations). And which even more 
noisily clashes with the requirement for a so-called democratic electing 
process to get on the board.

This is definitly the way to go. Now, the unfortunate reality of things 
is that when board members do not help on a daily basis, community 
members scream that Foundation jobs are not done and money does not get in.

All this is in good part as well the reason why we need significantly 
more money than before. Not only to buy servers and pay bandwidth, but 
also to have the necessary staff.

> Lastly I wish Brad a lot of succes in establishing a manual of policies and
> procedures, as required by the external auditors including all the specific
> policies and procedures as mentioned by the auditors.

Agreed...

> Good luck for all,
> 
> Dedalus