Wikimedia Foundation Audit Committee/2023-03-29

Audit Committee Meeting

March 29, 2023

12:00 - 1:00 pm PDT

Participants: Chair: Tanya Capuano Regular Members: Lorenzo Losa Advisors: Julian Singh, Michael Snow Board Alternates: Mike Peel, Nataliia Tymkiv Board Observer: Luis Bitencourt-Emilio CEO: Maryana Iskander Staff: Aeryn Palmer, Helen Pang, James Baldwin, Kelsi Stine-Rowe, Lisa Seitz-Gruwell, Nadee Gunasena, Shelby Langan, Stephen LaPorte, Staff Liaison: Jaime Villagomez KPMG: Chad Franks, McCain Highfill Minutes: Amy Vossbrinck

Approval of Minutes for the March 2, 2023 Meeting

Moved to approve by Tanya Seconded by Lorenzo Unanimously approved

Presentation of the Form 990 FY 21-22 - Review and Approval

Foundation Staff and KPMG presented the purpose of the Form 990. As a 501(c)(3), the Wikimedia Foundation is required to report its activities on the Form 990 each year to the IRS. The Form 990 is an informational return and a source for external stakeholders to gain insights into the Foundation's mission, strategy and programmatic effectiveness. KPMG provided highlights and summary of this year’s form, including: Governance - All WMF Board members are independent. Functional Expenses- For every $1.00 WMF spends .77 goes to programs. Compensation - Required to disclose compensation for current and former (prior 5 years) officers, directors, trustees, key employees, highest compensated employees and independent contractors. Lobbying Activity - Nonprofits are allowed to spend 5% of total expenses on educational lobbying. WMF spends less than 0.1%. Form 990T - Reports unrelated business income and taxes due related to merchandise sales from the WikiStore and from Wikimedia Enterprise. No taxes were due this year since WMF has net operating losses from prior years. The proposed communications plan for the Form 990 was presented to the Audit Committee by Staff. The Foundation will proactively share the Form 990 highlights, all to be communicated in early May through the following actions: Diff blog post FAQs on META with the addition of an executive summary Email announcement to staff Wiki-l email announcement An open conversation with the Trustees and a Board open conversation with Staff.

After the FORM 990 presentation and discussion, a motion was put forth to approve the Form 990 and 990T: Moved to approved Tanya Seconded by Luis Unanimous Approval

Meeting adjourned at 12:37 pm PDT Respectfully submitted, Amy Vossbrinck