Port of Seattle Internal Audit Department Charter
I. INTRODUCTION
The Port of Seattle maintains an internal audit function that has a dual reporting responsibility
to the Audit Committee and the Executive Director. This Charter defines the Internal Audit
Department's authority and accountability, mission, scope; responsibility, independence;
objectivity; and commitment to quality.
II. AUTHORITY AND ACCOUNTABILITY
Internal Audit derives its authority from the Port of Seattle Commission. The Audit Committee,
acting on behalf of the Commission provides oversight authority on matters relating to the Port's
internal control environment. Two Port Commissioners serve as members of the Audit
Committee and are complemented by an external member. In discharging their duty, the
Internal Audit Director and his or her staff are accountable to the Audit Committee and to the
Executive Director.
Internal Audit conducts audits of Port departments, programs, functions, systems, contracts, and
activities based on the department's approved audit plan, or that have been discussed with the
Audit Committee. Internal Audit also conducts specific management requests and advisory
engagements based on resource availability.
Internal Audit is authorized to:
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Have full, free and unrestricted access to all Port functions, activities, personnel, records,
property, systems, and other relevant materials necessary to accomplish their work
Access information from contracted third parties in accordance with contractual terms
Handle all documents with the same prudence of personnel normally accountable for
them
Have full access to the Audit Committee and to the Port Commission, as needed
Allocate resources, set frequencies, select subjects, determine scope of work, and apply
the techniques required to accomplish audit objectives
Obtain required assistance from Port personnel and external specialists (Consultants)

III. MISSION AND SCOPE OF WORK
The Internal Audit Department's mission is to conduct independent and objective, risk-based
audits, of the Port's operations, activities, and vendors. Our audits add value by helping advance
the Port's mission and values.
Internal Audit evaluates whether the Port's network of controls, as designed and represented by
management, are adequate and functioning effectively.
Internal Audit also provides advisory services (consulting), when they do not impair
independence.
IV. RESPONSIBILITY
A. The Director and His or Her Staff will:

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Develop a flexible annual audit plan using an appropriate risk-based methodology
and submit that plan to the Audit Committee for review and approval
Implement the approved audit plan, including any special projects requested by
management and the Audit Committee
Maintain a professional staff with appropriate knowledge, skills, experience, and
certifications
Maintain a quality assurance and improvement program to evaluate and ensure the
internal audit function conforms to the Global Internal Audit Standards
Provide advisory services that support management objectives without impairing
independence
Evaluate new or changing services, processes, operations, and controls as needed
Issue audit reports to the Audit Committee and present a summary of the reports at
the quarterly Audit Committee meetings
Keep the Audit Committee informed of emerging trends and practices in internal
auditing
Periodically report on progress of the annual audit plan and adequacy of department
resources
Investigate suspected fraudulent activities within the organization and notify
management and the Audit Committee of the results
Consider the scope of work of external auditors and regulators to promote efficient
and coordinated audit coverage
Follow up on audit issues, to assure agreed-upon corrective actions have been
implemented
Exercise due professional care in all engagements
Provide an annual communication to the Audit Committee on organizational
independence, charter review, and results of the quality assurance and improvement
program

B. Port Management is Responsible To:

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Maintain an effective system of internal controls, document policies and
procedures, and ensure information is accurate and reliable
Comply with laws and regulations including Port policies and procedures
Cooperate fully with auditors during the discharge of their duties, including making
available, personnel and material, or information requested
Provide a timely response to audit findings and recommendations

V. INDEPENDENCE & OBJECTIVITY
Independence is the freedom from conditions that may impair the ability of the internal audit
function to carry out internal audit responsibilities in an unbiased manner.1
Objectivity is an unbiased mental attitude that allows internal auditors to make professional
judgments, fulfill their responsibilities, and achieve the Purpose of Internal Auditing without
compromise. 1
To safeguard independence and objectivity:
• Internal Auditors will not engage in operational activities they normally audit
• Internal Audit may participate in planning processes, committees, or special projects
• If the Chief Audit Executive (CAE) takes on non-audit roles that might impair or
appear to impair Internal Audit's independence, the CAE will develop appropriate
safeguards and discuss them with the Audit Committee
• Internal Audit will maintain organizational Independence by functionally reporting to
the Audit Committee and administratively reporting to the Executive Director
• All internal audit activities shall remain free from interference relative to matters of
audit selection, scope, procedures, frequency, timing, or report content
• The Audit Committee will regularly review the Internal Audit Department's staffing
requirements, including its annual budget, and make recommendations for approval
to the full Commission
VI. COMMITMENT TO QUALITY -- STANDARDS OF AUDIT PRACTICE
Internal Auditors will provide outstanding audit service through timely, unbiased, value-added
audit and advisory services.
Internal Auditors will maintain and continually develop their competencies to improve the
effectiveness and quality of their work.
Internal Audit will perform an annual self-assessment and will address instances of
nonconformance in a timely manner.

1 Global Internal Audit Standards 2024

The Internal Audit Staff Will Adhere to the Following Professional Standards and Codes:
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The Global Internal Audit Standards (the Standards) of the Institute of Internal
Auditors (Red Book)
ISACA Audit and Assurance Standards (IT Audit)
The Port of Seattle Employee's Code of Conduct
The Port of Seattle Internal Audit Handbook, including its protocols, policies, and
procedures

The Internal Audit Department Charter may be modified by a written document executed by all
the participating parties. This Charter will be effective upon execution and will continue
indefinitely until it is modified.
IN WITNESS WHEREOF, the parties hereto have caused this Internal Audit Charter to be executed
by their proper officers thereunto duly authorized, and their official seals to be affixed as of
_____________, 2026.
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Fred Felleman
Audit Committee Chair

Date: _____________________

__________________________________
Date: _____________________
Commissioner Ryan Calkins
Port Commission President / Audit Committee Member

__________________________________
Commissioner Hamdi Mohamed
Port Commissioner

Date: _____________________

__________________________________
Steve Metruck
Executive Director

Date: _____________________

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Glenn Fernandes
Internal Audit Director

Date: _____________________