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BOARD OF REGENTS MEETING UW Audit Advisory Committee Membership Appointments RECOMMENDED ACTION It is the recommendation of the administration and the Governance Committee of the Board of Regents to make the following appointments to the Audit Advisory Committee:

Regent Kristianne Blake (Chair) 9/1/14 to 8/31/17 Regent Marnie Brown 9/1/14 to 6/30/15 Robert L. (Bob) Gerth 9/1/14 to 8/31/17 Richard D. Greaves 9/1/14 to 8/31/17 Brandon S. Pedersen 9/1/14 to 8/31/17

BACKGROUND The University of Washington Audit Advisory Committee was established in January 2014 as an advisory committee to the Board of Regents, its appropriate standing committees, and the University President, or his or her designee, on matters relating to the University’s financial practices and standards of conduct. The committee is responsible for reviewing and advising on any external and internal financial audits, policies and practices for compliance with legal and regulatory requirements, and internal controls. The committee may, through its Chair or a majority vote of its members, ask management to address specific issues within the responsibilities of the committee. Members will be asked to make a minimum commitment of three consecutive years, and will serve at the pleasure of the Board. As noted in the Board of Regents Governance, Standing Orders, Chapter 4, Section 3, the Audit Advisory Committee will consist of no more than eight members to be appointed by the Board (and five prospective members are herewith submitted for appointment). The Chair, Vice Chair, and members are to be recommended by the Governance Committee and approved by the Board after consultation with the President of the University and his or her designee(s). The Audit Advisory Committee is comprised of both Regent and non-Regent members. Two of the prospective members are selected from the Board. The remaining prospective members are experienced professionals of varying backgrounds. The bios of the prospective members are attached. REVIEW AND APPROVAL The recommended action has been reviewed and approved by the Chair of the Board of Regents, members of the Governance Committee of the Board of

BOARD OF REGENTS MEETING UW Audit Advisory Committee Membership Appointments (continued p. 2)

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Regents, the President of the University, the Executive Director of Audits, and the Senior Vice President. Attachments

1. Board of Regents Governance, Standing Orders, Chapter 4, Section 3 Audit Advisory Committee

2. Prospective member bios

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Board of Regents Governance Standing Orders Chapter 4

Advisory Committees of the Board of Regents 3. Audit Advisory Committee A. Establishment of the Committee

The Board of Regents of the University of Washington is vested by statute with responsibility for the governance of the University. The Board hereby establishes an Audit Advisory Committee, with the following Statement of Principles.

B. Statement of Principles 1) Membership and Terms

The Audit Advisory Committee shall consist of no more than eight members to be appointed by the Board. The Chair, Vice Chair, and members shall be recommended by the Governance Committee and approved by the Board after consultation with the President of the University and his or her designee(s). One or two of the appointed members shall be selected from the Board. The remaining appointed members shall be experienced professionals of varying backgrounds. There shall be a three-year term limitation for regent and non-regent members, renewable by the Board. Members will be asked to make a minimum commitment of three consecutive years, and shall serve at the pleasure of the Board.

2) Functions The Audit Advisory Committee shall advise the Board or its appropriate standing committee and the University President, or his or her designee, on matters relating to the University's financial practices and standards of conduct. The committee is responsible for reviewing and advising on any external and internal financial audits, policies and practices for compliance with legal and regulatory requirements, and internal controls. The committee may, through its Chair or a majority vote of its members, ask management to address specific issues within the responsibilities of the committee.

3) Meetings The Audit Advisory Committee shall establish a regular meeting schedule. Other meetings may be called by the Chair of the Audit Advisory Committee at any time. The Chair of the Audit Advisory Committee may invite experts who are not members of the Audit Advisory Committee to attend specific meetings to provide additional guidance, advice, and information.

4) Indemnification and Compensation The University shall indemnify members of the Audit Advisory Committee to the fullest extent permitted by law, the Standing Orders, and Regent Policies of the Board. Audit Advisory Committee members will not be paid for service on the committee.

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5) Conflict of Interest Regental members of the Audit Advisory Committee are governed by conflict of interest rules applicable to regents. Non-regent members shall comply with the following conflict of interest provisions:

a) When a member of the Audit Advisory Committee knows that the University is considering a transaction in which he or she has or may have a beneficial interest, the member shall (1) alert the Chair of the Audit Advisory Committee of his or her potential beneficial interest, and (2) not participate in the formulation or rendering of advice with respect to the transaction.

b) Committee members shall not participate in the formulation or rendering of advice by the Audit Advisory Committee where their participation could be influenced by financial or other considerations that would conflict or could reasonably appear to conflict with their obligations to only consider the best interest of the University. Where a member is uncertain about the application of this rule to particular circumstances, he or she should consult the Chair of the Audit Advisory Committee, who may seek the advice of the Attorney General's Office as appropriate.

c) Committee members may engage in transactions with the University if the Chair of the Audit Advisory Committee and the University President (who may consult with the Attorney General's Office as he or she deems appropriate) determine that the member has not participated in the formulation or rendering of advice by the Audit Advisory Committee to the University regarding the transaction.

6) Chair and Vice Chair; Administrative Support The Chair and Vice Chair of the Audit Advisory Committee shall be recommended by the Governance Committee and approved by the Board. During the absence of the Chair or while he or she is unable to act, the Vice Chair shall perform the duties and exercise the powers of the Chair. The University President shall ensure that the Audit Advisory Committee has appropriate administrative support services, including secretarial assistance and record keeping.

7) Communication The Chair of the Audit Advisory Committee shall provide quarterly reports to the Board or its designated standing committee.

8) Amendments Amendments to this Statement of Principles shall be subject to the approval of the Board.

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Regent Kristianne Blake

Kristi Blake is President of Kristianne Gates Blake, PS. She served as a partner with Deloitte, Haskins & Sells prior to starting her own firm in 1987. Kristi serves as a trustee of the Russell Funds and as a director of Avista Corporation. Community board service includes YMCA Retirement Fund, Saint George’s School, YMCA of the Inland Empire, Spokane Area Chamber of Commerce, United Way of Spokane County, Junior League of Spokane, and the Higher Education Coordinating Board. Kristi was born and raised in Seattle, graduating with a BA in Business Administration from the University of Washington.

• Appointed by Governor Christine Gregoire from October 1, 2006 to September 30, 2012 • Confirmed by Senate on February 2, 2007 • Reappointed by Governor Christine Gregoire from October 1, 2012 to September 30, 2018 • Confirmed by Senate on April 26, 2013

Regent Marnie Brown

Marnie Brown recently graduated from the University of Washington with a degree in Accounting and will return to pursue a Masters in Tax. Originally from Olympia, Washington, she is a third generation Husky and has been actively involved on campus since her freshman year. Some of her more prominent roles include working as a campus tour guide, serving on the University Bookstore Board of Trustees, and serving as the Vice Chair for the Services and Activities Fee Committee. She has also been involved in the professional community. Previously, she worked at Amazon as a Financial Analyst on the Kindle Device and Accessories Team and participated in a global tax internship this summer with Ernst & Young.

• Appointed by Governor Jay Inslee from July 1, 2014 to June 30, 2015 • Awaiting Senate confirmation

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Resume/Bio- Robert L. (Bob) Gerth Bob is retired from his long time profession as a partner with the international accounting and consulting firm of Deloitte. Previously he was a partner in the Seattle office of Deloitte and led its International Group, was office managing partner then Office Chairman at the time of his retirement in the year 2000. Bob remains active in business and civic activities.

• Current member of the UW Medicine Board’s Finance and Audit Committee.

• He has completing multiple terms as a member of the Board of the Seattle Cancer Care Alliance and chaired the Finance, Audit and Investment Committee and served on the Facilities, Integrity, Compensation and Executive Committees.

• He has completed his terms of office as a member of the Board of Trustees of the Fred

Hutchinson Cancer Research Center. Bob chaired the Strategic Planning Committee for the Center and served on several Board committees including the Finance Committee. He continues to be involved with the Center as a member of the Board of Ambassadors.

• Bob is one of three Directors of the Norman Archibald Charitable Foundation.

• He was a member of the Board and Executive Committee of the Alliance for Education and a

former Chairman of the Alliance and continues as an Emeritus Board member. He served on various committees of the Board including the Finance and Planning Committees. Bob is also supportive of other educational activities for Public Schools and the University of Washington.

• Bob is a former member of the Food Lifeline Technical Advisory Committee focused on

identifying site, facility and financing alternatives for the organization.

• He has been active with Jubilee REACH Center serving as a volunteer financial consultant/CFO, Board Member and providing leadership for the development of its Heart & Home Thrift Store, a retail store whose profits augment the funding of the Center’s mission and strengthening its financial infrastructure.

• He has been active with Habitat for Humanity of Seattle/South King County as a volunteer

financial consultant and providing leadership for the development of the Habitat Store, is a former Board Member and Chair of the Finance Committee.

• He has served as a financial advisor to management and as a member of the Finance Committee

of the Northwest Association for Biomedical Research. Bob’s business interests relate to serving on certain corporate Boards including former service on the Washington Dental Services Board and continuing involvement with certain closely held for-profit companies. He also devotes time to family owned real estate and other business interests.

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Resume/Bio- Robert L. (Bob) Gerth

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PROFESSIONAL SOCIETIES & CIVIC ACTIVITIES • American Institute of Certified Public Accountants

• Japan-America Society of the State of Washington, former Board Member

• Leadership Tomorrow, Founding Member

• Seattle Rotary #4, former Board Member, Treasurer, Chair Youth and Schools

• University of Washington Accounting Development Fund, Past President

• Washington Society of Public Accountants, Past President

• Washington Council International Trade, prior Board Member WTO Host Committee

EXPERIENCE- Over 34 years of experience in public accounting, serving international, manufacturing, public sector, construction, financial institutions and service companies

• Served as Managing Director of the International Group and had significant SEC and mergers and acquisition experience.

• Previously served significant financial industry clients.

• Served numerous international clients, led the extensive Northwest International practice that

was active with acquisitions, start-ups and strategic alliances.

• Lead client services partner for major wireless telecom company with ownership of significant operating entities in Latin America and Asia Pacific. Assisted with mergers/acquisitions, due diligence, valuations and other significant advisory services.

• Extensive experience in Firm leadership positions both locally and nationally.

• Developed initial concept of middle market consulting group.

EDUCATION- University of Washington, B.A. in Business Administration, 1966 PERSONAL - Married 45+ years to Janice A. Gerth, community volunteer at Childhaven

• Son Paul married to Krystal and grandson Robert is a manager with T-Mobile and Krystal is with Premera Health.

• Daughter Shawn married to Aaron and granddaughter Olivia. Both Shawn and Aaron are high

school teacher/administrators in a San Jose CA charter school, Ace Charter Schools.

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Richard D. Greaves

Professional History • PricewaterhouseCoopers LLP (PwC), Seattle, 1974 – 2009; Admitted to the partnership in 1986, served as

Seattle Office Managing Partner from 1996-1998,

• University of Washington, Foster School of Business, Department of Accounting (UW), 2011 – 2014; Part-time Lecturer

• Walter Dorwin Teague Associates, Inc. (Teague) - Director and Audit committee Chair (Teague is a Seattle based corporation that provides industrial design and related services); 2013 to present.

Range of Experience • Served as a partner in PwC's Assurance (audit) practice from 1986 to 2005 working with a wide variety of

technology, media and communication, consumer products, health care and other businesses. Supervised audits of both public and private companies. Services to public companies included integrated audits of financial statements and internal controls over financial reporting under PCAOB regulations; assisting with securities offerings under SEC regulations, and public company periodic reporting obligations; and, coordination with audit committees. Managed engagements to assist clients improve business processes, internal controls, financial reporting and regulatory compliance.

• Transferred to PwC's Advisory practice in 2005 and served as Global Engagement Partner for one of the firm's largest global Advisory clients.

• Taught a class on accounting for, and auditing, estimates and judgments, to students in the Masters of Professional Accountancy program at the UW

• Served in various governance roles, including audit committees, for profit and not-for-profit oriented entities.

Education • B.A., Accounting (honors), University of Washington

• CPA license in Washington

Professional and Community Affiliations • Northwest Kidney Centers; member Board of Trustees, Audit and Finance Committee (Chair), Executive

Committee, and Governance Committee

• Chief Seattle Council, Boy Scouts of America; former member Board of Directors (Executive Committee), Audit Committee Chair, and Treasurer.

• University of Washington Michael G. Foster School of Business; former member Advisory Board, and former member of Board of Directors (and Chair) of Accounting Development Fund.

• Washington Society of Certified Public Accountants (WSCPA); member, former member Board of Directors, Vice President and other positions. Recipient of 2010 WSCPA Vincent A. Gervais Award for sustained contributions to the accounting profession, the community and the WSCPA. Current trustee of WSCPA Foundation which raises funds to support deserving Washington based accounting students and programs.

• Greater Seattle Chamber of Commerce; former member of Executive Committee of Board of Directors and Audit Committee Chair

• United Way of King County; former member Board of Directors (Executive and Finance Committees) and Treasurer

• Summit Assistance Dogs; member Board of Directors, Audit Committee Chair, and Acting Treasurer

• American Institute of Certified Public Accountants (AICPA); member

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Brandon S. Pedersen Brandon currently serves as the Executive Vice President of Finance and Chief Financial Officer for Alaska Air Group, parent company of Alaska Airlines and Horizon Air. In that role, Brandon oversees the Finance, Fleet Management, Accounting/Tax, Investor Relations, Financial Planning, Supply Chain, Internal Audit, and Project Management groups at the company. He is also a member of Alaska Air Group’s Executive Committee. Before assuming his current role in 2010, Brandon served as Air Group’s corporate controller for 7 years. He remains a licensed CPA. Prior to joining Alaska in December 2003, Brandon was a partner at one of the “Big 4” accounting firms in Seattle where he worked with a diverse group of clients ranging from owner-managed or venture-backed private companies to multi-national public companies. His primary focus was on serving companies involved in retail, wholesale and/or distribution. He also was in charge the firm’s campus recruiting. Brandon is a graduate of the University of Washington, where he earned bachelors degrees in Business and Economics. He remains involved with the Business School, and currently serves on the Board of the Accounting Development Fund. He is a frequent speaker on college campuses in the Seattle area. He also serves on the Board of Directors of Northwest Harvest and is a Trustee of the Seattle Art Museum. Brandon previously served on the Board of Directors of the Red Cross of King and Kitsap Counties. Brandon, his wife Janet, and their three children live in Seattle.

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