Port of Seattle Commission 
Audit Committee 
November 1, 2011 

DATE:      November 1, 2011 
TO:         Audit Committee 
FROM:     Susan L. Coskey, JD, MBA, Principal 
Bright Spring Consulting1 
SUBJECT:  Commissioner Practices Review 
Scope of Review 
In July, 2011, I was retained by the Port of Seattle ("POS") Commission to conduct a review of
certain Commissioner practices relating to POS credit card use and selected other activities. The
purpose of the review was to identify potential concerns and provide recommendations sufficient
to enable the Commissioners to determine potential next steps. This review was not an
exhaustive audit, but rather was in response to specific identified issues. The review included 
document and policy review, interviews with POS staff and Commissioners, and follow up
conversations and emails as needed. 
Policies Reviewed 
The POS Resolutions and Policies upon which I relied were: 
Commission Resolutions No. 3583, 3628; 
POS AC Policies 1-4; 
Commissioner Transparency Code of Conduct. 
It is important to note that the Commission Resolutions do not consistently state that
Commissioners will be subject to the same policies relating to credit card, travel and expense
practices as POS employees are (i.e., AC policies). Certain of the AC policies specifically refer
to the Commissioners, while others do not. Nonetheless, the AC policies have been generally
presumed to include the Commissioners and have been applied as such by Commission
administrative staff and POS Accounting and Financial Reporting staff.  Although several
Commissioners have stated that they do not believe some or all of these general POS policies
should or do apply to them, in general they have agreed to the application of these policies as a
whole. 
Summary of Findings 
Improper Credit Card Use 

1
The review referenced in this memo was conducted by Susan Coskey who was a principal with the consulting firm
of Seabold Group until 10/31/2011. As of 11/1/2011, Ms. Coskey moved her practice to Bright Spring Consulting,
where she is also a principal.

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Port of Seattle Commission 
Audit Committee 
November 1, 2011 
The issues identified relating to credit card use (assuming application of AC policies to
commissioners) fell into three broad categories: 
Commissioners inappropriately charging personal expenses to the POS credit card; 
Commissioners charging meals to the POS that were not allowed by policy; and 
The timeliness of Commissioner reimbursement to the POS when personal or disallowed
expenses were charged to the POS credit card. 
I found instances where every Port Commissioner at one time or another since 1/1/2010 had
improperly included a personal or disallowed expense on his or her POS credit card. One
Commissioner in particular appeared to have been unaware during his first few months of office
of the proper uses of the POS credit card and incurred extensive personal charges on his card that
were not consistently repaid in a timely manner. These improper expenses dissipated over time,
particularly after the Commissioner turned in his credit card to Commission office staff. Another
Commissioner commonly charged personal expenses related to POS expenditures on his POS
credit card ostensibly for ease of use and then generally promptly reimbursed the Port for these
items. The remaining three Commissioners had incidental personal or disallowed use, and each
reimbursed the POS when these expenditures were identified to them as questionable or
inappropriate. 
Related to the use of credit cards were two other issues that arose during the review. One, which
was unsubstantiated, was an allegation that a Commissioner had allowed a third party to use his
credit card to make an expenditure on his behalf. The second involved POS coverage of a
significant conference cancellation fee incurred by a Commissioner and the process and analysis
that went into this decision. 
Further Issues Raised 
In addition to evaluating Commissioner credit card use, I was asked to review several ethics and
compliance issues that were identified either prior to or during the course of the review. These
issues included potential conflicts of interest, improper use of office for personal or professional
gain, and improper use of POS resources. 
Contextual Observations 
In assessing Commissioner credit card use and the other issues identified, I formed numerous
observations relevant to specific concerns as well as to Commission operations more generally.
Those observations are set forth below. 
Although Commission staff have made efforts to familiarize new Commissioners with
POS policies and practices, there is no specific Commissioner orientation, and it does not
appear that current efforts are adequate. 
There is ambiguity as to the applicability of general POS policies to Commissioners. 
Even when the general POS policies are applied to Commissioner behavior, there are
ambiguities in the language of some of the policies that make their application confusing. 

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Port of Seattle Commission 
Audit Committee 
November 1, 2011 
One way Commissioners have dealt with the lack of clarity regarding application of the
POS credit card policies is to stop using the cards  which does not address the
underlying issues. 
There is no identified mechanism through which the Commission as a body uniformly
identifies, evaluates or responds to potential breaches of policy, ethics or conflict of
interest or through which Commissioners hold themselves or each other accountable. 
The Board of Ethics identified in Commission Resolution 3583 is inactive and, even if
active, does not incorporate an advisory function. Thus, at present, Commissioners are
left to relying on their own judgment or seeking advice from POS General Counsel on
potential ethics or conflict issues. 
There is no identified mechanism through which POS staff concerns relating to
Commissioner adherence to policy or interaction with staff are brought to Commissioner
attention or resolved. 
There is no identified mechanism through which Commissioner concerns with staff are
identified or resolved. 
Without resolving outstanding issues at staff or Commissioner levels, individuals can lose
the benefit of the doubt and interactions and/or motives can be misconstrued. 
There appear at times to be decisions relating to policy/ethics/conflicts of interest made
by Commission office staff on behalf of but not in consultation with the Commissioners. 
The roles/responsibilities within the Commission office as relate to staff and
Commissioners themselves are not clear, thus making it difficult both to identify
responsibilities within the office and to hold people accountable for meeting clear
expectations. 
In the absence of specific policies and procedures, there exists the possibility of
inconsistent (real or perceived) treatment of/approach to situations and individual
Commissioners. 
The lack of consistent policies, practices and expectations affects the ability and morale
of Port and Commission staff in their efforts to support Commissioners and Commission
activities. 
Recommendations 
Consistent with the scope of this review, the recommendations provided to the Commission to
enable it to determine next steps fall into three main categories. 
Recommendations Related to Commissioner Accountability 
With regard to specific issues that were raised in the context of this review, it is recommended
that the Commission consider taking the actions that are identified below. 
Determine how to respond to issues that appear to be policy violations, including
confirmed (even if not intentional) credit card misuse. 
Determine whether and how to make further inquiry into the propriety of matters that
have not been fully vetted or subject to a specific process when raised. 

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Port of Seattle Commission 
Audit Committee 
November 1, 2011 
Determine how potential conflicts of interest concerns will be resolved when
Commissioners participate in matters that might be perceived as leading to professional
gain. 
Determine how the Commission will document its findings and actions. 
Recommendations Related to How the Commissioners Engage as a Body 
With regard to specific findings related to how the Commission interacts as a body, it is
recommended that the Commission consider taking the actions identified below. 
Institute a new Commissioner orientation. 
Establish and/or clarify the application of POS and /or Commission policies to
Commissioners. 
Institute processes and procedures through which Commissioners as individuals and the
Commission as a body identify, evaluate and respond to potential breaches of policy,
ethics or conflict of interest and through which Commissioners hold themselves and each
other accountable. 
Create a means through which potential conflict of interest issues can be analyzed. 
Identify an entity that can provide an advisory ethical function for the Commissioners,
whether through the existing Board of Ethics structure or otherwise, and remove this
function from the POS General Counsel's office. 
Recommendations Related to the Commission Office Operations 
With regard to specific findings related to how the Commission Office operates, it is
recommended that the Commission consider taking the actions identified below. 
Clarify roles/responsibilities/expectations/accountability within the Commission office as
relate to: 
Commissioners to Commission staff and staff to Commissioners; 
Commission staff to Commission staff/other POS staff. 
Institute a procedure through which Commission or other POS staff concerns relating to
Commissioner adherence to policy or interaction with staff are brought to Commissioner
attention and resolved with regard to: 
Perceived ethical/conflict issues; 
Perceived policy violations; 
Perceived other issues that raise concern with colleagues/staff. 
Determine how Commission staff will be managed and institute procedures through
which: 
Expectations are identified and articulated; 
Staff concerns with staff are identified and resolved; 
Commissioner concerns with staff are identified and resolved. 


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