PORT OF SEATTLE 
MEMORANDUM 

COMMISSION AGENDA             Item No.      7b 
Date of Meeting    October 11, 2011 
DATE:    October 5, 2011 
TO:      Tay Yoshitani, Chief Executive Officer 
FROM:    Tom Barnard, Research and Policy Analyst 
SUBJECT:  Review of the Work of Audit Committee 

SYNOPSIS:
The Port of Seattle Audit Committee is required to report to the Port of Seattle Commission
periodically to review its work and results. The period covered for this briefing is from June
2011 through September 2011. 
This review will cover the following activities: 
Internal Audit reports reviewed by the Audit Committee 
Other work reviewed by the Audit Committee 
Discussion on improvements to the work of the Audit Committee 
BACKGROUND: 
The Audit Committee was created to "represent the Commission and have review and oversight 
authority on matters relating to the Port's auditing process and procedures." Its main tasks are to: 
Review and recommend to the Commission the independent auditors to be selected to
audit the financial statements, the federal grant and Passenger Facilities Charge programs
of the Port of Seattle, and other audit services; 
Meet with independent auditors and financial management to review proposed audits for
the current year and review such audits at their completion, including any
recommendations of the independent auditor; 
Review the adequacy and effectiveness of the accounting and financial controls of the
Port of Seattle, and recommend improvement of such internal controls or establish new
controls, assisted by the independent auditors, the Internal Audit Manager, and Port staff;
and

COMMISSION AGENDA 
T. Yoshitani, Chief Executive Officer 
October 5, 2011 
Page 2 of 3 
Perform oversight over periodic independent performance audits to be conducted on the
Port of Seattle, and report the results of such audits to the Commission when completed. 
AUDIT COMMITTEE ACHIEVEMENTS FOR JULY - SEPTEMBER 2011: 
The Audit Committee reviewed nine reports prepared by the Internal Audit Manager during the
July-September 2011 period, which covers three meetings of the Audit Committee. These
include: 
Four Lease and Concession Audits 
o  CityIce Cold Storage, LLC 
o  Shilshole Bay Fuel Dock, LLC 
o  Enterprise Holdings, LLC, DBA/Enterprise Rent-A-Car 
o  Bill & Nick, Inc., d/b/a Bay Cafe 
Four Operational Audits, including: 
o  A limited Operational Audit  of the Capital Improvement Program and
Mobile/Smartphone usage; 
o  A limited Operational audit of the Port of Seattle Fleet Maintenance -- Aviation
and Marine 
o  A Comprehensive Operational audit of Seaport Container Management 
o  A Third-Party Arrangements Operational Audit of the Club International Lounge 
A Department Audit of the Sea-Tac Airport Office Building and Conference Center 
The Audit Committee also heard a review of Port of Seattle "Whistleblower" Policy by
Workplace Responsibility Officer Vickie Rawlins. 
AUDIT COMMITTEE ISSUES UNDER REVIEW 
In addition, the Audit Committee has continued to discuss possible changes to the program and
work of the Audit Committee. Overall Commission input on the following issues is being
sought. These issues so far include: 
A continuing discussion aimed at understanding better what resources need to be devoted
to the various types of auditing the Internal Audit Department performs, as well as its
methodology for selection of audits for the Internal Audit's Annual Work Plan.

COMMISSION AGENDA 
T. Yoshitani, Chief Executive Officer 
October 5, 2011 
Page 3 of 3 
The effects of reorganizing audit functions into two separate and distinct audit groups,
with one group dedicated to traditional lease and concession audits. 
A discussion of how the peer review process should be scoped, organized and procured to
accurately provide an assessment of the work of the Internal Audit Department and the
Audit Committee. 
A proposal for selecting an alternative member of the Audit Committee, to be present in
the event that a Commissioner is unable to attend, as two Commissioners are needed to
constitute a quorum. 
This work continues, and it may generate possible changes to the work of the Audit Committee,
including: 
The Audit Committee may request Commission approval for a particular budget
recommendation to be included in the 2012 budget to augment the current work of the
Internal Audit Department; 
Further changes to the Audit Committee Charter may be brought forward to bring the
Charter into compliance with peer-reviewed auditing standards; and
Finally, the Audit Committee may prepare its own work plan, parts of which would
provide additional guidance to the Internal Audit Department on the 2012 Work Plan.
OTHER DOCUMENTS ASSOCIATED WITH THIS BRIEFING: 
None.