Item 11a Memo

PORT OF SEATTLE 
MEMORANDUM 

COMMISSION AGENDA             Item No.      11a 
Date of Meeting    March 24, 2009 
DATE:    March 17, 2009 
TO:      Tay Yoshitani, Chief Executive Officer 
FROM:    Tom Barnard, Research and Policy Analyst 
SUBJECT:  First Reading on proposed new Audit Committee Charter 

ACTION REQUESTED 
Resolution No. 3613, First Reading. Repealing current Audit Committee Charter and replacing
it with new Charter as approved by 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." In the past year, the
Audit Committee has taken on a greater quantity of work that has produced concrete positive
results, and has strengthened its organizational capacity. The Committee decided at its January 
2009 meeting to review and amend its internal charter, and to charge Audit Committee staff with
making edits that bring the Charter up to date with the Committee's current work. The document
was discussed at two subsequent meetings, February 5 and February 27. Further edits were
incorporated into the document at both meetings. It was approved by the Committee on February
27, with all approved changes incorporated. 

REVIEW OF MAJOR CHANGES IN THE AUDIT COMMITTEE CHARTER 
Overall re-organization of the charter, to separate out authority, duties, internal
responsibilities, composition and meeting structure 
A more detailed spelling out of the authority of the Audit Committee and its relationship
to the Commission 
A re-working of language concerning the Internal Audit Manager that reflects her work
with the Audit Committee, and her responsibilities to it

COMMISSION AGENDA 
T. Yoshitani, Chief Executive Officer 
March 18, 2009 
Page 2 of 2 

The inclusion of a section requiring that Port departments under review by the Audit
Committee report on their progress in correcting deficiencies pointed out by the Internal
Audit Manager if the Audit Committee requests it 
Clarification of the relationship between the Audit Committee and outside external
auditors, as well as a fuller explanation of what audits they provide 
A description of the Audit Committee's review of performance audits 
A description of the reporting relationship between the Audit Committee and the State
Auditor's Office 
A corrected description of the Audit Committee membership 
A more detailed description of the skills and authority of the public member of the Audit
Committee member 
A slightly revamped description of meetings 

CURRENT STATUS 
The proposed amended Charter is offered for approval on First Reading. Second Reading will
take place at the next Commission Meeting.

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