Attendance & Quorum
Members Present
Eleanor VossCommittee Chair
Raymond CarterMember, Independent Director
Anita DesaiMember, Independent Director
Thomas BrandtMember
Also Attending / Regrets
Grace LiuVP Finance — by invitation
BDO Partners LLPExternal Auditor — by invitation
Mark ReillyMember — excused
A quorum was present, four of five members in attendance. Quorum confirmed.
Discussion Items & Recommendations
1. Approval of Prior Minutes
The Chair called the meeting to order at 10:00 AM. The minutes of the February 12, 2026 regular session, having been circulated, were reviewed. One typographical correction was noted on page two and accepted.
Recommendation
That the minutes of the February 12, 2026 meeting be approved as corrected.
Moved by R. Carter, seconded by A. Desai. Approved unanimously (4–0).
2. Q1 FY2026 Financial Statements Review
VP Finance Grace Liu presented the unaudited Q1 financial statements. Revenue of $42.3M was 4% ahead of plan; operating margin held at 18.6%. The Committee discussed the rise in days-sales-outstanding from 41 to 47 days and requested a remediation plan for the next session.
Recommendation
That the Committee accept the Q1 FY2026 unaudited financial statements and direct management to present a DSO remediation plan at the August session.
Moved by T. Brandt, seconded by R. Carter. Approved unanimously (4–0).
3. External Audit Plan & Fee Proposal
The external auditor presented the FY2026 audit scope, materiality thresholds, and a proposed fee of $385,000, a 3.5% increase reflecting expanded ESG disclosure testing. The Committee reviewed auditor independence confirmations and the rotation of the lead engagement partner.
Recommendation
That the Committee recommend the Board approve the FY2026 external audit plan and engagement fee of $385,000, and confirm the auditor's independence.
Moved by A. Desai, seconded by T. Brandt. Approved (3 in favor, 1 abstention — E. Voss).
4. Treasury & Investment Policy Update
Management proposed raising the permitted allocation to short-duration government instruments from 30% to 45% of the reserve portfolio to improve yield within the existing risk framework. The Committee discussed liquidity coverage and counterparty limits.
Recommendation
That the revised Treasury & Investment Policy be recommended to the Board, raising the short-duration government allocation ceiling to 45%, effective July 1, 2026.
Moved by R. Carter, seconded by A. Desai. Approved unanimously (4–0).
Action Items OWNER & DUE DATE ON EVERY LINE
ActionOwnerDue
Prepare and circulate a DSO remediation plan for the August session.Grace Liu, VP FinanceAug 6, 2026
Submit the FY2026 audit plan and fee to the full Board for ratification.Paul Nguyen, SecretaryMay 28, 2026
Draft the revised Treasury & Investment Policy for Board approval.Grace Liu, VP FinanceJun 11, 2026
Coordinate the lead audit partner rotation and document independence.Eleanor Voss, ChairJun 4, 2026
Distribute these minutes for member review and approval.Paul Nguyen, SecretaryMay 21, 2026
There being no further business, the Chair adjourned the meeting at 11:30 AM CT. The next regular session of the Audit & Finance Committee is scheduled for August 13, 2026, at 10:00 AM CT.
Recorded By — Committee Secretary
Paul Nguyen
Dated: May 21, 2026
Approved By — Committee Chair
Eleanor Voss
Approved: August 13, 2026