RESOLUTION NO. 3613 

A RESOLUTION      of the Port Commission of the Port of Seattle repealing the
current Audit Committee Charter and replacing it with a
new Charter as approved by the Audit Committee. 
WHEREAS, the Audit Committee is a Committee established by the Port of Seattle
Commission to represent the Commission and review and oversee matters relating to the Port's
auditing process and procedures; and 
WHEREAS, the Audit Committee Charter was created to describe the official role, 
responsibilities, composition, and procedural rules governing the workings of the Audit
Committee; and 
WHEREAS, the Audit Committee has significantly expanded the scope and quantity of
its work and has strengthened its organizational capacity; and
WHEREAS, the Audit Committee now wishes to repeal its current Charter and replace it
with a revised Charter that more accurately reflects its current policies and practices; and 
WHEREAS, the Audit Committee requires Commission approval to repeal and replace
its Charter; and 
WHEREAS, the new Audit Committee Charter is set forth in Exhibit "A" to this
Resolution; 
NOW, THEREFORE, BE IT RESOLVED by the Port Commission of the Port of
Seattle that the current Charter is repealed, to be replaced in its entirety by the attached Audit
Committee Charter. 
ADOPTED by the Port Commission of the Port of Seattle at a special meeting thereof,
held this ________ day of __________, 2009, and duly authenticated in open session by the
signatures of the Commissioners voting in favor thereof and the seal of the Commission. 
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Exhibit A to Resolution No. 3613 

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.

Review with the Internal Audit Manager the plans, activities, staffing, and
organizational structure of the internal audit function, including coordination of
audit effort with the external auditors. Audit Committee responsibilities include: 
o  Review the Internal Audit Manager's annual audit plan. The annual plan
will include which departments, vendors, agreements, leases, and other
areas to be audited by the Internal Audit Manager 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 annual of the Port's financial
statements, as well as related notes and management discussion 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. 
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. 
o  Encourage and provide an opportunity for any planned audits to include an
entrance and exit conference with the Audit Committee. 
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

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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 improvements presented by Port of Seattle staff as deemed
necessary. 
Discuss with management the Port's major policies with respect to risk assessment
and risk management. 
Provide quarterly reports to the Commission that describe how the Audit
Committee has discharged its duties and met its responsibilities. 
Internal Responsibilities 
The Audit Committee will: 
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 those
goals and objectives. 
Review and assess the adequacy of the committee charter annually, requesting
Commission approval for proposed changes. 
Composition 
The Audit Committee will consist of two (2) members of the Port of Seattle Commission
and one (1) public member approved by the Commission for a term of three (3) years.
Port 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. The public member must have the following qualifications: 

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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. 
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.
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 and appropriate briefing materials will be prepared and provided in
advance to all Audit Committee members. 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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