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 independent
auditors.
In carrying out these responsibilities, the Audit Committee shall determine that any
audits, which are required to be conducted under the United States Government 
Accountability Office's Government Auditing Standards, are conducted in accordance
with those standards. The Audit Committee shall provide opportunities for auditors to
discharge their responsibilities for communication with those charged with
governance as required under those standards. 
The Audit Committee is empowered to seek any information it requires from Port of
Seattle employees on departmental 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 
Review and recommend to the Commission, based on an open competitive process,
the independent auditors to be selected 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..."Review with the
Internal Audit Manager the Audit Department's plans, activities, staffing, and
organizational structure of the internal audit function, including coordination of
audit effort with the external auditors. Audit Committee responsibilities will
include: 
o  Review withFormally approve the Director of Internal Audits annual audit
plan. The annual plan will include which departments, vendors,
agreements, leases, and other areas that to be audited by the Director of
Internal Audit and audit staff.
o  Review the findings and recommendations of internal audits conducted of
these areas at the Port of Seattle, in regards to financial compliance,
internal controls, performance and efficiency.
o  Monitor the progress of the internal audit function against its long-term
goals and objectives. 
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. of the findings. 
o  The management letter and the schedule of unadjusted differences. 
o  The independent auditors' judgments about the quality of the Port's
accounting principles as applied in its financial reporting. 
o The independent auditors' single audit of the federal grant awards
administered by the Port. 
o  Any performance or accountability audits performed on the Port of
Seattle. This will include a review of final audit findings and
recommendations including management's response and analysis. 
o 
Review with performance auditors any performance 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. 

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o  Provide recommendations to the Commission regarding specific audit
areas for consideration, including suggested audit objectives, scope and
evaluation criteria. 
o  If necessary, and only upon Commission approval, solicit proposals from
independent auditing firms based on the approved performance audit
objectives, scope and criteria, and recommend and independent auditing
firm for appointment by the Commission if, after consulting with the
Internal Audit Manager, it is determined that outside resources are
necessary. 
o  Report the results of such audits to the Commission when completed. 
Review with the Washington State Auditor's Office (SAO) any financial,
accountability or performance audits conducted on the Port of Seattle. In carrying out
these responsibilities, the Audit Committee shall: 
o  Encourage and provide an opportunity for any SAO audits to include regular
ongoing briefings with the Audit Committee. 
o  Review findings and recommendations including management's response. 
o  Schedule and hear reviews of the actions taken in response to recommended 
Discuss with management the Port's major policies with respect to risk assessment
and risk management. 
Provide an annual quarterly reports to the Commission that describes how the
Audit Committee has discharged its duties and met its responsibilities. 

Internal Responsibilities 
The Audit Committee will: 
Approve one and five year Establish long-term goals and objectives for the Audit
Committee and monitor progress in achieving those goals and objectives. 
Establish annual goals and objectives for the Audit Committee that are consistent
with its long-term goals and objectives and monitor progress in achieving these
goals and objectives. 
Review and assess the adequacy of Audit committee Committee charter annually,
requesting Commission approval for proposed changes. 

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

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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. The public member must have the following qualifications: 
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. 
Each committee member will be independent of Port management and any external audit 
firm. The public member must have the following qualifications: 
An understanding of generally accepted accounting principles (GAAP) and financial
statements, 
Experience in the preparation or auditing of the financial statements of comparable 
public entities, 
Experience in the application of GAAP in regards to estimates, accruals and reserves, 
Experience with internal controls, and 
An understanding of how the Audit Committee functions. 
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. 
Voting members of the Audit Committee will consist of the two Commission members. 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. In the event of a tie vote on any matter before the Audit
Committee, the matter will automatically be referred to the full Port of Seattle Commission
for review and approval by vote. 
Meetings 
The committee will meet at least four times a year, with authority to convene additional
meetings, as circumstances require.

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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, and then circulated to the full Port of Seattle Commission. Commission members
will receive an electronic copy of Audit Committee agendas.. 














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