Adopted on December 11, 2012 
PORT OF SEATTLE AUDIT COMMITTEE CHARTER 
Purpose and Authority 
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: 
The integrity of the Port's financial statements, 
The effectiveness of the Port's internal control system over financial
reporting, compliance and operations, 
The periodic performance audits to be conducted on Port of Seattle
operations, programs, activities and business processes, 
The independent auditor's qualifications and independence, and 
The performance of the Port's internal audit function and external auditors. 
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. 
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. 
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. 
Duties 
The Audit Committee will 
Inform Review and recommend to the full Commission of, based on an open
competitive process, 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. 
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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: 
o   Formally approve the Director of Internal Audits annual audit plan. The
annual plan will include which operations, departments, vendors,
agreements, leases, are to be audited by the Director of Internal Audit
and audit staff during the course of the year. 
o   Review the Internal Audit Department staffing needs. 
o   Review and recommend to the full Commission the Internal Audit
Department annual budget. 
o   Make recommendations to the Commission on the appointment,
replacement or dismissal of the Internal Audit Director or any external
auditors. 
o   Review the findings and recommendations of internal audits conducted
at the Port of Seattle, in regards to financial compliance, internal
controls, performance and efficiency. 
o   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. 
Review with the Port's External Auditors: 
o   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. 
o   The management letter and the schedule of unadjusted differences. 
o     The independent auditors' annual audit of the Passenger Facility
Charges. 
o     The independent auditors' Single Audit of the federal grant awards 
administered by the Port. 
o   The independent auditors' judgments about the quality of the
Port's accounting principles as applied in its financial reporting. 
o   Any performance or accountability audits performed on the Port of
Seattle. This will include a review of final audit findings and
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recommendations including management's response and analysis. 
Review other external audits conducted on Port of Seattle operations,
programs, activities and business processes. In carrying out these
responsibilities, the Audit Committee shall: 
o   Encourage discussion between management, the Commission and
other stakeholders in order to identify future potential areas of
performance audit focus. 
o  Provide recommendations to the Commission regarding specific audit
areas for consideration, including suggested audit objectives, scope and
evaluation criteria. 
o   Review and recommend the external auditing firms for approval by
the Commission. 
o   Report the results of such audits to the Commission when completed. 
Discuss with management the Port's policies with respect to risk assessment
and risk management. 
Internal Responsibilities 
The Audit Committee will: 
Assess as necessary the goals and objectives of the Audit Committee and
monitor progress in achieving those goals and objectives. 
Provide an annual report to the Commission that describes how the Audit
Committee has discharged its duties and met its responsibilities. 
Composition 
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. 
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: 

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Experience with generally accepted accounting principles (GAAP) and generally
accepted auditing standards (GAAS). 
Experience in the preparation or auditing of the financial statements of
public entities. 
Experience in the application of GAAP in regards to estimates, accruals, and
reserves. 
Experience in the assessment and evaluation of internal controls, including risk
assessment. 
An understanding of, or experience with a public sector Audit Committee. 
An understanding of, or experience with, performance audits. 
Can make a commitment to serve a three year term. 
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. 
Meetings 
The committee will meet at least four times a year, with authority to convene
additional meetings, as circumstances require. 
All committee meeting are open public meetings. 
A quorum of the committee is required to conduct official committee business. A
quorum is defined as a majority of voting members. 
The committee will invite members of management, auditors or others to attend meetings
and provide pertinent information, as necessary. 
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. 





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