PORT OF SEATTLE 
MEMORANDUM 
COMMISSION AGENDA               Item No.      4h 
ACTION ITEM 
Date of Meeting      June 28, 2016 
DATE:    June 17, 2016 
TO:      Ted Fick, Chief Executive Officer 
FROM:   Aaron Pritchard, Commission Issues and Policy Manager 
SUBJECT:  Audit Committee Charter Amendment 
ACTION REQUESTED 
Request Commission authorization for a technical amendment to the Audit Committee Charter
that revises Exhibit A to Resolution No. 3613, the first paragraph under the second section
labelled "Duties." The Charter shall be edited to read: "Review with the full Commission 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." This change to the Audit Committee Charter was approved by the
Audit Committee on May 9, 2016, for referral to the Port Commission. 
SYNOPSIS 
Once the Audit Committee approves the selection of the external independent auditor pursuant to
a formal RFP process that the Commission approved earlier, can the CEO execute the contract
for the services or does the action still need to go to the full Commission? There is general
agreement between Rudy Caluza, Director, Accounting and Financial Reporting and Joyce
Kirangi, Director, Internal Audit that the Audit Committee can issue a final approval. 
The by-laws of the Port of Seattle Commission state: "Standing Committee's may act on behalf
of the Commission as its representative if they have been approved to do so by a vote of the
majority in open session and if such authority is expressed in the Committee's charter." 
The Audit Committee was approved to act on the Commission's behalf, by a majority, in open
session, and such authority is expressed in Exhibit A of Resolution No. 3613 under "Purpose and
Authority."
A technical amendment is advisable to clarify the Charter language: 
The Audit Committee will 
Inform Review and recommend to the full Commission, based on an open competitive
process, of the independent auditors to be 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. 

Template revised May 30, 2013.

COMMISSION AGENDA 
Ted Fick, Chief Executive Officer 
June 17, 2016 
Page 2 of 2 
Recommendation: The technical amendment should be sent to the full Commission in a Motion
to be dealt with on the consent agenda. 
BACKGROUND 
On May 9, 2016 The Audit Committee voted unanimously to approve the change to the
charter. 
ATTACHMENTS TO THIS REQUEST 
Audit Committee Charter redline. 
PREVIOUS COMMISSION ACTIONS OR BRIEFINGS 
May 9, 2016 Unanimous Vote by Audit Committee to approve change to Audit
Committee Charter. 












Revised March 28, 2016  pjw