P.O. Box 1209 
Seattle, Washington 98111 
www.portseattle.org 
206.787.3000 
APPROVED MINUTES 
AUDIT COMMITTEE SPECIAL MEETING JANUARY 29, 2021 
The Port of Seattle Commission Audit Committee met in a special meeting Thursday, January 29, 2021. The 
meeting was held remotely in accordance with the governor's 'Safe Start' order and Proclamation 20-28. 
Committee   members   present   included   Commissioner   Cho,  Commissioner   Bowman,   and 
Christina Gehrke. Also present were Glenn Fernandes, Director, Internal Audit; Dan Chase, Internal Audit 
Manager; Aaron Pritchard, Commission Policy Manager; and Michelle Hart, Commission Clerk. 
Call to Order: 
The committee special meeting was called to order at 9:34 a.m. by Commissioner Bowman. 
Approval of Audit Committee Meeting Minutes of December 10, 2020: 
The minutes of the Audit Committee special meeting of December 10, 2020, were approved without 
objection. 
External Audit Office of the Washington State Auditor  Accountability Audit for 2019: 
Presenters: 
Joseph Simmons, Program Manager; Angela Funamori, Assistant State Auditor and 
Maddie Frost-Shaffer, Assistant Audit Manager 
The Committee received a presentation from the Washington State Auditor's Office regarding its exit audit, 
Exhibit A. An Exit Conference Handout was provided, Exhibit B. 
The presentation addressed: 
the findings of the audit  it was a clean audit with no findings and exit item recommendations were 
provided; 
the timeframe of the audit  January 1, 2019, through December 31, 2019; 
areas examined, including payroll, rent deferral payment plans, credit card for purchase, travel, and 
expenses, and financial condition; 
payroll overtime and double-time  transactions complied with Port policy, were valid, and were 
adequately supported by the appropriate records;


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rent deferral payment plans  the program was approved by the appropriate individuals and complied 
with state law and Port policy; 
credit cards  transactions complied with Port policies, were adequately supported by supporting 
records, and were for valid Port purposes; 
financial condition  no issues were noted in the Port's financial condition or sustainability; 
closing remarks; 
o  audit costs are in alignment with the original estimate; 
o  next audit is scheduled for Fall 2021 for the accountability for public resources; 
o  an estimated cost for the next audit was provided. 
Members of the Committee discussed the frequency of audits and the Committee's involvement in those 
areas. 
Operational Audit  Ground Transportation  Taxi Cabs 
Discussion of this item was deferred to a future meeting. 
Operational Audits  Delegation of Authority (Continued from December 10, 2020): 
The Committee received a presentation from Mr. Glenn Fernandes that included the following information,
Exhibit C: 
an internal audit report regarding the Port's Delegation of Authority; 
Internal Audit (IA) completed the Delegation of Authority Audit for the period January 2019 through 
July 2020; 
the audit was performed to evaluate internal controls to assure monetary and contractual delegation 
compliance with rules, policies, and dollar limitations governing redelegations by the Executive 
Director to staff; 
the Port of Seattle's (Port) Delegations of Authority schedule EX-2A specifies limits of authority for 
conducting day-to-day business transactions. Limits are established based on the individual's 
business needs and are typically commensurate with the individual's title/position in the company; 
in general, internal audit concluded that Port management's internal controls are operating effectively 
and no issues were identified that warranted reporting; 
the audit was conducted using protocols consistent with Internal Audit Standards, and internal audit 
partnered with the Strategic Initiatives Department so that any recommendations resulting from the 
audit could then be implemented, leveraging the knowledge and insight gained from the audit 
experience; 
Mr. John Okamoto was also invited to participate in weekly status meetings and his subject matter 
knowledge and expertise was considered; 
delegation limits are generally established by balancing risk and efficiency; 
transactions that represent significant financial risk typically receive governing body approval, while 
delegating to management those of lesser value, to execute unilaterally; 
due to the scale of the capital program at the Port, and the burden placed on various teams, Internal 
Audit believes the Port has an opportunity to re-evaluate the $300,000 limit from the Port Commission 
to the Executive Director; 
in March 2010, the Port's Delegation of Authority limit was established at $300,000; 
the limit requires Port Commission approval for expenditures that exceed $300,000;

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re-evaluating the limit using a risk-based approach could result in increasing the limit, thereby 
allowing the Commission to maintain a more strategic focus while providing greater autonomy for the 
Executive Director and staff to carry out day-to-day business; 
Dave Soike, Chief Operating Officer, provided management's response to the audit. 
Mr. John Okamoto, Okamoto Strategies, noted that there are significant administrative efficiencies to be 
gained and advised the Committee to look at systems of controls in policy and administration as it pertains 
to the delegation of authority, as opposed to just focusing on the dollar amount of the delegation. 
Mr. Soike noted that staff will develop and come to the Commission with options. 
Members of the Committee and staff discussed: 
the true opportunity costs/true loss in capital as it pertains to the existing delegation level and time 
taken in Commission approval process; 
breaking down the delegation by category/buckets of categories; 
delegation levels in comparable-sized jurisdictions; 
streamlining internal processes to make them more efficient; 
raising awareness to what may be coming forward; 
process improvement; 
presenting options while considering the Commissioner's responsibility to be accountable to the 
public; 
instances where it may not be about the dollar amount but rather, about the policy; and 
operational and administrative items that can be taken off of the agenda. 
Adjournment: 
There being no further business, the special meeting adjourned at 10:45 a.m. 

Prepared:                                              Attest: 

Michelle M. Hart, MMC, Commission Clerk               Stephanie Bowman, Audit Committee Chair 
Minutes approved: April 8, 2021.