COMMISSION 
AGENDA MEMORANDUM                       Item No.          4x 
PROPOSED ACTION ITEM                     Date of Meeting       July 11, 2017 
DATE:     May 5, 2017 
TO:        Dave Soike, Interim Executive Director 
FROM:    Aaron Pritchard, Commission Issues and Policy Manager 
SUBJECT:  Audit Committee Charter Amendment 
ACTION REQUESTED 
Request Commission enact a technical amendment to the Audit Committee Charter contained
in Exhibit A to Resolution No. 3613, previously amended on June 28, 2016, to revise Section
II(D)(3) to read "Inform the Commission of the external auditing firms selected, based on an
open competitive process, to review external audits conducted on Port of Seattle operations,
programs, activities, and business processes." 
EXECUTIVE SUMMARY 
On May 9, 2016, the Audit Committee agreed to recommend to the Port Commission a
technical  change  to  the  Audit  Committee  Charter  to  clarify  language  concerning  the
competitive selection process for external auditing firms. On June 28, 2016, the Commission
approved the change. This action would clarify a second reference to be consistent with the
amended language already approved by the Commission. 
DETAILS 
The process for selecting external auditing firms includes a competitive procurement, approved
by the Port Commission. The Audit Committee Charter provision appeared to require an extra,
unnecessary second approval by the Commission. 
The earlier amendment to Section II(A) of the Audit Committee Charter removed language
about an Audit Committee duty to "review and recommend" an external auditing firm. It
replaced this with a clarified reference that the Committee would "inform the Commission of
the independent auditors selected, based on an open competitive process." 
The amendment proposed here would apply the same clarification to Section II(D)(3). This
section addresses the Audit Committee role in selecting external auditors for review of Port
programs and activities other than the audit of financial statements and federal grant and
passenger facility charge programs, which are addressed in Section II(A). 


Template revised September 22, 2016.

COMMISSION AGENDA  Action Item No. __4x__                              Page 2 of 2 
Meeting Date: July 11, 2017 
The amendment would delete the text "review and recommend the external auditing firms for
approval by the Commission" and replace it with "inform the Commission of the external
auditing firms selected, based on an open competitive process, to review external audits
conducted on Port of Seattle operations, programs, activities, and business processes." 
FINANCIAL IMPLICATIONS 
There are no financial implications to this clarifying text amendment. 
ATTACHMENTS TO THIS REQUEST 
(1)   Audit Committee Charter redline 
PREVIOUS COMMISSION ACTIONS OR BRIEFINGS 
June 27, 2017  The Audit Committee considered the amendment proposed to Section
II(D)(3) in public session and agreed to recommend the revised language to the Port
Commission for authorization. 
June 28, 2016  The Commission authorized an amendment similar to that proposed above 
to the Audit Committee Charter for clarity in Section II(A). 
March 31, 2009  The Commission adopted Resolution No. 3613, creating a revised Audit
Committee Charter. 










Template revised September 22, 2016; format updates October 19, 2016.