Port of Seattle Commission 
AUDIT COMMITTEE Charter 
Adopted 
December 11, 2012 

Amended 
June 28, 2016 
Document last updated October 25, 2016

Port of Seattle Audit Committee Charter 
Section I:    Purpose and Authority. 
A.  The Audit Committee is a standing committee created by the Seattle Port Commission.
Its general purpose is to represent the Commission and have review and oversight
authority on matters relating to the Port of Seattle auditing process and procedures. It
will assist the Port of Seattle Commission in fulfilling its oversight responsibilities for: 
(1) The integrity of the Port's financial statements; 
(2) The effectiveness of the Port's internal control system over financial reporting,
compliance, and operations; 
(3)  The periodic performance audits to be conducted on Port of Seattle operations,
programs, activities, and business processes; 
(4) The independent auditor's qualifications and independence; and 
(5)  The performance of the Port's internal audit function and external auditors. 
B.  In carrying out these responsibilities, the Audit Committee shall determine that all
internal audits are conducted under the United States Government Accountability
Office's Government Auditing Standard and the Institute of Internal Auditing standards. 
C.  The Audit Committee is empowered to seek any information it requires from Port of
Seattle employees on audit matters, all of whom are directed to cooperate with the
Committee's requests. The Committee shall keep the CEO apprised of all such requests. 
D.  If the Committee determines that in order to meet its responsibilities it requires the
independent services of an outside advisor or consultant having expertise in financial
reporting, auditing, and internal controls, it may propose the retention of such advisor
or consultant to the Commission for approval. 
Section II:   Duties. 
The Audit Committee will: 
A.  Inform the Commission of the independent auditors selected, based on an open
competitive process, to audit the financial statements and the federal grant and
passenger facilities charge programs of the Port of Seattle and other audit services.1 
B. Oversee the Director of Internal Audit's plans and activities and review with the Director
the staffing and organizational structure of the internal audit function, including
coordination of audit effort with the external auditors. Audit Committee responsibilities
will include: 
(1) Formally approve the Director of Internal Audit's annual audit plan. The annual
plan will include which operations, departments, vendors, agreements, and

1 Section II(A) was amended June 28, 2016, for clarity. 

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leases are to be audited by the Director of Internal Audit and audit staff during
the course of the year. 
(2)  Review the Internal Audit Department staffing needs. 
(3)  Review and recommend to the full Commission the Internal Audit Department
annual budget. 
(4)  Make recommendations to the Commission on the appointment, replacement,
or dismissal of the Internal Audit Director or any external auditors. 
(5)  Review the findings and recommendations of internal audits conducted at the
Port  of  Seattle,  in  regards  to  financial  compliance,  internal  controls,
performance, and efficiency. 
(6)  Elicit any recommendations of the improvement of such internal controls or
particular  areas  where  new  or  more  detailed  controls  or  procedures  are
desirable. Schedule and hear reviews of these improvements presented by Port
of Seattle staff as deemed necessary. 
C. Review with the Port's external auditors: 
(1) The independent auditors' annual audit of the Port's financial statements, as
well as related notes and related notes and management's discussion and
analysis. 
(2)  The management letter and the schedule of unadjusted differences. 
(3) The independent auditors' annual audit of the passenger facility charges. 
(4) The independent auditors' single audit of the federal grant awards administered
by the Port. 
(5) The independent auditors' judgments about the quality of the Port's accounting
principles as applied in its financial reporting. 
(6)  Any performance or accountability audits performed on the Port of Seattle. This
will include a review of final audit findings and recommendations including
management's response and analysis. 
D.  Review other external audits conducted on Port of Seattle operations, programs,
activities,  and  business  processes.  In  carrying  out these responsibilities,  the  Audit
Committee shall: 
(1)  Encourage  discussion  between  management,  the  Commission,  and  other
stakeholders in order to identify future potential areas of performance audit
focus. 
(2)  Provide recommendations to the Commission regarding specific audit areas for
consideration,  including  suggested  audit  objectives,  scope,  and  evaluation
criteria. 

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(3)  Review  and  recommend  the  external  auditing  firms  for  approval  by  the
Commission. 
(4)  Report the results of such audits to the Commission when completed. 
E.  Discuss with management the Port's policies with respect to risk assessment and risk
management. 
Section III:  Internal Responsibilities. 
A.  The Audit Committee will: 
(1)  Assess  as  necessary  the  goals  and  objectives  of  the  Audit  Committee  and
monitor progress in achieving those goals and objectives. 
(2)  Provide an annual report to the Commission that describes how the Audit
Committee has discharged its duties and met its responsibilities. 
Section IV:  Composition. 
A.  The Audit Committee will consist of at least two (2) members of the Port of Seattle
Commission and one (1) public member approved by the Commission. Commission
members of the Audit Committee, as well as the Committee Chair, will be selected by
the Commission President at the beginning of each calendar year. 
B.  The public member will be recommended by the Audit Committee for appointment and
confirmation by the Commission. The public member may be removed during his or her
term by the Commission President. 
Each Committee member will be independent of Port management and any external
audit firm currently employed by the Port or subcontracted by any auditor employed by
the Port. The public member must have the following qualifications: 
(1)  Experience with generally accepted accounting principles (GAAP) and generally
accepted auditing standards (GAAS). 
(2)  Experience in the preparation or auditing of the financial statements of public
entities. 
(3)  Experience in the application of GAAP in regards to estimates, accruals, and
reserves. 
(4)  Experience in the assessment and evaluation of internal controls, including risk
assessment. 
(5)  An understanding of or experience with a public sector Audit Committee. 
(6)  An understanding of or experience with performance audits. 
(7)  Can make a commitment to serve a three-year term. 

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The  public member will serve as an advisor to the Audit Committee and is not
considered  a  voting  member  of  the  Committee  for  the  purposes  of  quorum
determination or voting on any official business of the Committee. 
Section V:   Meetings. 
A.  The Committee will meet at least four times a year, with authority to convene additional
meetings as circumstances require. 
B.  All Committee meetings are open public meetings. 
C.  A quorum of the Committee is required to conduct official Committee business. A
quorum is defined as a majority of voting members. 
D.  The Committee will invite members of management, auditors, or others to attend
meetings and provide pertinent information, as necessary. 
E.  Meeting agendas will be prepared and provided in advance to members, along with
appropriate briefing materials. Minutes will be prepared and approved by the Audit
Committee. 












Port of Seattle Audit Committee Charter                                                                Page 4 of 4