Audit Committee Minutes - Oct 09

Julie

Sujets

• management

Informations

• Publié par: Uslio
• Nombre de lectures: 21
• Langue: English

Extrait

UUA Audit Committee

Monday, October 26, 2009

Rice Room

Picket & Eliot House

Boston, MA

MINUTES

Present – Chris Reece (Chair), David Friedman (Board Liaison), Carol Gable, Jim Key,

Dan Brody (UUA Financial Advisor)

Staff – Tim Brennan, Rachel Daugherty

Welcome and opening remarks

1.

Minutes

Motion

to approve minutes from the May 2009 meeting

:

Brody moves,

Gable seconds, minutes approved.

2.

Report from CFO

•

Status FY08 Management letter response

o

Documentation of policies and procedures, Javier has put in a lot of

new controls

o

Redesigning chart of accounts - already made substantial changes.

Have engaged a consultant to help. Plan to start using the new chart by

mid-FY10

o

Staff training – Phil Murray joined the staff as endowment accountant

in February. Brennan is very happy with the changes. Murray ‘cleaned

up’ the accounting in order to move on to next phases. Next phase

includes putting together a catalogue of accounts that fund programs to

help the BOT better understand what funds are being utilized.

•

Financial Statement Presentation and Overview

o

No significant change in the operating cash

o

A huge change in total net assets – which include endowment,

Holdeen and split interest trusts. The decline in assets had nothing to

do with operations

o

Kept expenses down by reducing expenses, switching to electronic

publications, reduced travel by incorporating more virtual meetings.

Started taking steps in the fall and winter of last year to reduce

expenses. The result was people felt listened to and continue to be

motivated. There was no reduction of salaries or benefits. The drop in

expenses was not devastating

•

Updated Strategic Plan

o

Adding procedures and forms for UUCEF investors

o

Three items are all interrelated to restructuring the chart of accounts

o

Document Retention policy – we keep too many documents, secondly

we need to move toward more electronic storage, and third there are

no guidelines for what needs to be kept

o

Monitoring Reports – how do you make this rational so the BOT has a

general idea of what’s happening without making things difficult for

staff. In theory this will be liberating for the staff.

ƒ

The first round of reports will be quite time consuming for the

staff

o

Identify the need to have a consultant come in and have some kind of

self assessment for the UUCEF. With the Carver changes, this might

be the right time and opportunity to start discussing this

•

Changes within the UUA – new president

o

Changed the organizational structure. Promoted Harlan Limpert – who

now directs about 5 program staff groups and Kay Montgomery directs

a number of other staff groups.

o

So far it’s going well.

o

Brennan’s job didn’t change at all. The only thing that’s different is

that he will probably develop a “dotted line” to Harlan. Harlan’s eager

to do that.

o

Is there a need to extend the same invitation to Harlan Kay has for a

standing invitation to the Audit Committee meeting? The AC will

extend the courtesy to him.

ƒ

Action Item#1

Chris Reece will contact Harlan to extend invite

o

cutting the Finance budget by 25%

•

the Audit Committee commends Tim Brennan for responding to their

demands, the auditors demands and for taking ownership and bringing it to

where it is today. This has been a very successful engagement for KPMG and

the Audit Committee. Identifying issues and implementing systems is the

hardest part of the process.

o

It’s very obvious the contributions Phil has given. What are we doing

to prepare ourselves if Phil isn’t here? One note is that Phil has been

doing a process redesign effort. Once that’s completed, do we need

someone at his level to maintain it or does it become a routine

operation for someone to do at the lower level.

o

Going forward we need to make sure that the process of cross training

and process documenting is in place

o

The Audit Committee is VERY appreciative of Tim and what he’s

done so far.

3.

Presentation by auditors –

Eric Knox, Steve Caron, KPMG

•

Financial Statement

o

We received a clean opinion

o

Footnote E, Investments – has been substantially redone in accordance

with the new rules.

o

FAB 157: the majority of significant assets are level 1 and 2. Only

community investments, Holdeen and outside trusts are level 3.

o

We did not itemize all of the investments this year. That information is

posted quarterly online and that is necessary disclosure. The audited

statement should be self-contained, so there’s no reference to the

online list of holdings.

•

Report to the Board

o

“No material weakness”

o

UUA management deserves a “major pat on the back” – Caron. The

elimination of the convolution with the UUCEF was outstanding.

From Knox’s perspective the information provided was at a much

higher level, which was comforting to him.

o

They still have a minor amount of work to do, but they don’t expect

any significant changes.

** Executive Session**

4.

EBT Audit

– Caturano & Co.

•

Status: waiting on outstanding confirmations

o

Once they have this together they scheduled some time in mid-

November to push through.

o

Original deadline for confirms was Oct 15

th

, if there are still more

outstanding confirms there will be more of an aggressive approach.

o

Open Item – intent of the plan document

5.

RFP for auditing services

•

The auditors should be charged with doing some of the monitoring – this is

not included in the RFP. Should we expand?

Æ

NO. There is no benefit, in

my judgment – Key.

•

Motion:

The RFP for audit services should not include any request for

monitoring services as those services are inappropriate for external auditors to

provide as the present a conflict of interest for the firm.

Public accounting

firms are prevented from offering consulting services to clients for whom they

provide auditing services. Key moves – Brody seconds MOTION PASSED.

•

Add “at least” and “or more if necessary” to #3

•

Include a detailed staffing plan, how many people, what’s their commitment

and how many days will they be in the field

•

Tim will update the language and circle it back to the BOT

6.

Other Business –

•

Agenda Items

Dec 2

nd

conference call

o

one day dedicated to interview

o

the day before is a meeting for normal business – will have final

financial statements for approval

o

internal control assessment

o

review EBT audit – have KPMG back as well as Caturano

o

risk assessment and monitoring – Tim will be updating the AC

•

Next meeting date – purpose is to get the report from the auditors for the plan

for the year – possibly just do it over the phone.

•

Add conflict of interest and Audit Committee transition and continuity for

next time