PERALTA COMMUNITY COLLEGE DISTRICT AUDIT AND FINANCE COMMITTEE MEETING MINUTES Date: Location: Start time: End time: February 22, 2007 Chancellor’s Conference Room, District Office 4:05 p.m. 5:45 p.m. PRESENT: Bill Withrow, Chair William Riley, Trustee Abel Guillen, Trustee (via conference call) Thomas Smith, Vice Chancellor, Finance & Administration Elihu Harris, Chancellor GUESTS: Heidi White, Vavrinek Trine Day & Co. LLP Bill Rauch, Vavrinek Trine Day & Co. LLP Mark Harris, The Pineapple Group Johnnie Griffin, IV, The Pineapple Group AGENDA: 1. Review and approve the agenda. 2. Review and approve the minutes of the January 18, 2007 meeting 3. Status and timeline for the external audit, including a briefing by Heidi White, the managing partner for the audit 4. Briefing by Mark Harris on the status and prognosis of our investment program. 5. Briefing by the CFO and Chief Administrative Officer with respect to the following recommendation from the Accreditation Commission that must be responded to by March 15, 2007 “The team recommends that the college and district clarify and communicate their respective responsibilities for the hiring process and that the process by revised and streamlined for all categories of academic and classified staff.” Chair Withrow opened the meeting at 4:05 p.m. Trustee Guillen will be joining the meeting via conference call at 5:00 p.m. External Auditors Report (Heidi White) Ms. White distributed an audit update with results of work to date, pending audit work and some of their findings. The audit is primarily complete including capital assets with a good idea of revenue that has come in. They have some findings and recommendations. The general overview of areas to make comment on: 1) area of federal compliance; 2) couple of areas in student financial aid (BCC). Tom Smith has passed this information on to Howard Perdue, Associate Vice Chancellor for Admissions and Records. Ms. White will also follow up with VC Perdue. There seems to be some disorganization, e.g., documents filed wrong, some students over rewarded. Need organization in department, maybe some cross-training with the other colleges. Areas noted in prior audits, impact in number of students and larger workload. Chair Withrow asked if Peralta would be better off if we had one office for student aid for all four colleges. Ms. White felt better served with the way it is set up, however, oversight and management should be reviewed more frequently through the year. Could be that during February 22, 2007 Page 1 of 5 higher activity times, the other offices could provide some support. Once VC Perdue has reviewed the area of concern a plan can be developed. The State Chancellor’s Office added area of state compliance. The auditors have comments in areas of CalWorks, standards of scholarship and the non-credit courses. This is consistent in all four District colleges. The State Chancellor’s office requested list of non-credit courses of only the courses actually completed, it is not a significant area but this is the first year it was included as a compliance area. Some colleges did not send their list. Ms. White did not think it was intentional. The auditors will have findings in area of financial statement and internal controls. They still need information systems audit and will be recommending security. The Information Technology department will be able to provide efficient and accurate reporting on a timely basis. Chair Withrow [referring back to systems] was it PeopleSoft or was it organizational? Ms. White indicated it was a combination of both. PeopleSoft is a unique system. Peralta needs to look at the computer controls, some of the problem could be management. VC Smith stated that a systems audit will be performed. Ms. White indicated that the auditors still need to do cash reconciliation accounts and need to check and see if all transactions are recorded. [Trustee Riley arrived at 4:15 p.m. Chair Withrow briefly brought him up to date on the audit]. Ms. White indicated that Yvonne Dorrough (Associate Vice Chancellor for Budget and Finance) was lead on the cash reconciliation. After the second payroll analysis, there were payroll issues to be resolved before cash reconciliation could go forward. VC Smith commented that when they began reconciling the payroll, they found a batch of $600K that did not get posted. Ms. White confirmed that when they were doing the reconciliation, it was discovered that a batch had not been posted to the General Ledger. It was there, but it had not been posted. In analyzing this payroll posting hopefully the District can run reports through IT to see if there are other accounts that need to be posted to the G/L. VC Smith acknowledged that this is due to an inability for IT to run these reports. Ms. Dorrough mentioned that if you duplicate payroll on month to month, it will only take one date. Payroll installed without link to liability accounts. The programmers were not capable of loading; then in the last 30 days we converted everything into a liability type account with a query to see if payroll posts properly. We are in accruals, any changes to a person’s paycheck, it back dates; looking to recycle into G/L. VC Smith said what that means is the 311 report will have to be amended and we will need to recalculate the 50% law. The District may be in a better position. Chair Withrow expressed concern regarding PeopleSoft and was curious if these same problems crossed over into other clients of our auditors. Ms. White explained that they are familiar with PeopleSoft, but it is the customization in use for your specific purposes, i.e., some Districts are single college, Peralta is not. Chair Withrow queried that shouldn’t financial systems and processes be similar. Ms. White said yes, but it has to do with the coding. Each college is a unique entity. On the cash reconciliations, Ms. White mentioned they do have follow up issues. The auditors will be back next week to try and complete those. The audit will not be complete until they finish those things, i.e., get everything posted. Some issues with accounts payable and 50% law calculation and general overview of 311 process still needs to be completed. Ms. White stated that when they file, the audit will go to Peralta, then back to their office, then to the state and the Federal Office Audit Clearinghouse. Hopefully, they will be able to come to the full Board by March 27, 2007. Filing requirement from single audit and federal opinion on financial statement needs to be filed by the end of March. Ms. Dorrough needs to declare all February 22, 2007 Page 2 of 5 funds and financial aid component by end of month – objective by this weekend is to run a trial balance. VC Smith suggested for Audit Committee to have next meeting on March 22nd at 4:00 p.m. We need to get done by March 31st or they may cut off financial aid. Trustee Riley asked if we should try to meet earlier. VC Smith needs to do complete MD and A. We can put holder on Board agenda. Ms. White felt that meeting on March 22nd, then with the final audit going to the Board on 27th, we will be able to file by end of March. The auditors need to do verification prior to preparing the final report. Some key points: Ms. White indicated that unless something comes up in cash reconciliation, they can provide an unqualified opinion. It will be a qualified opinion to feds and state. The management letter can be separated from financial statements, but it does go to the state agencies and federal audit clearing house also to the Department of Education and the Department of Health and Human Services for dedicated funds. Ms. White indicated that they get everything, not separated out. Some disbursements from the Student Association funds did not get approval but the funds have been accounted for. We did not find any illegal procurements. The District will receive the representation letters once the auditors have finished the final reconciliations and final reports. Those letters state that the District disclosed all relevant materials and accepted audit adjustments. Chair Withrow asked if there were any significant lack of checks and balances, such as procurement. Ms. White indicated they have found issues within Purchasing where a vendor can be set up and payments can be made out of A/P; the control feature of being segregated out is not functioning appropriately. Ms. White said that everything seems to be in place, written procedures are a key control going forward in conjunction with policies. As far as board polices, the District is not lacking specific direction. Ms. White did say that she had seen some improvements in place with our PeopleSoft system. Some items will be open items for next year as well. All status updates will be given to VC Smith. Hiring Procedures – Accreditation Report (Chair Withrow) A letter dated January 31, 2007 was sent to Frank Chong, President of Laney College, from the Accrediting Commission for Community and Junior Colleges. A copy of this letter was forwarded to Trustee Withrow. Chair Withrow had a few concerns 1) why the letter was sent to Laney and not the Vice Chancellor for Finance and Administration or the Vice Chancellor of Education Services. 2) Because of that, we need a better process for distribution of these types of documents. Chair Withrow is concerned about Recommendation 9 on the hiring process at the District. VC Smith stated we have a process for recruitment and selection in Human Resources. Chair Withrow countered that the Accreditation Committee sites specific data, giving a description of basis leading up to recommendation. VC Smith has not seen anything. Chair Withrow was concerned about the Board’s responsibilities and how we should respond. VC Smith stated the District has Board Policies 3.36 and 3.18; we also have procedures on hiring in the Local 790 and 39 agreements. In the PFT contract, there is Article 9, as well as Article 30, for faculty hiring procedures. VC Smith went on to say that the District’s process has been streamlined in the past two years. There used to be huge hiring committees. We cut down on number of people on committee and things have moved faster. February 22, 2007 Page 3 of 5 Chair Withrow feels we will probably need a board policy on when there is a reason for not filling a position based on budgetary reasons; put in holding category. VC Smith said the District’s entire budgeting process is based on funded positions. When someone retires, they let us know, we go out to fill position, but if they [the college] decide they don’t need it, then they can move the money someplace else. Chair Withrow would like that information included in the response letter to the Accreditation Committee. At 5:00 p.m. Trustee Guillen joined via conference call. Chair Withrow gave overview of the audit report. Anticipate unqualified opinion. Investment Program Status Report (Mark Harris – The Pineapple Group) Mark Harris discussed the current status and key deliverables of the District’s investments with Lehman Brothers. The District’s portfolio has grown since initial investment. Real estate investments up 26-27% managed by Lehman Brothers, not in single family, but in retail and commercial business. In the international area, Mr. Harris felt there was an “underperformance” failure to maximize what the District could have yielded in their favor; still it was a 14-16% return over the past year. Mr. Smith asked if he thought the asset allocation Peralta built over a year ago is still appropriate or would he recommend something different. Mr. Harris suggested some fine tuning and the District may want to look at changing asset allocation slightly; make long term changes. He likes real estate area right now. Lehman Brothers is strong on real estate side. If you want to take 5% allocation and increase it, the District may want to re-look at taking advantage of hot market. He doesn’t recommend fixed allocation change. He will be prepared by the time the final report is issued in April to suggest some other areas to take advantage of strong market; 2007 should be as strong as 2006. Chair Withrow asked about our current risk profile and if that profile has changed, i.e., our exposure to oil and energy side. Mr. Harris responded that they need to receive the data that Lehman provides us. Models require some sophistication. We (the Pineapple Group) would like to play that role for you. We will continue to play mid level role. Currently, Lehman Brothers reports to the Board when the Audit and Finance Committee and Mark Harris recommend that they explain some information. They did this recently and the meeting went quite well. At one year anniversary, Lehman will report to the entire Board. Lehman does supply reports to VC Smith on a monthly basis. They will be ready to report early next month. It took awhile to get the data in a format that could be easily reviewed. Trustee Guillen thought it best to have a Financial Advisor in place to look over the investment banker. He would be comfortable going down that path. Chair Withrow added he is concerned about focusing on risk profiles. Need to watch risk profile. Mr. Harris will prepare a letter to submit to the Board. VC Smith will provide more information to Trustee Guillen on the underwriters. VC Smith indicated the District is setting up a special reserve between $5-8M just in case there are any fluctuations in the market. We are now doing four years of interest only which is creating more income. Mr. Harris said it is time to go to Board with process to select emerging manager or managers or someone to join Lehman Brothers; 15% of proceeds to go to subcontractor which is a process that we should be engaged in. When we give our final report, we should make February 22, 2007 Page 4 of 5 suggestion to an emerging manager. VC Smith complimented Mr. Harris saying he had done a splendid job this year. VC Smith requested an RFP from Mark Harris and his firm. Mr. Harris will prepare a proposal to be the District’s financial advisor by the Board’s March 13th meeting. Chancellor Harris stated our minimum expectation is 2% over funds and we need about 6% and he questioned whether there was some point where we want to buy down some of our debt. Mr. Harris indicated the short answer is yes, it is what VC Smith wants to do; maybe put some in fixed income side. The District is looking at moving health and welfare fund, out of general fund. VC Smith will be working on over the next six months (the debt side). Chair Withrow went back to item number 5 on agenda (Accreditation Commission). VC Smith said that Wyman Fong (Human Resources Manager) will be contacting Elnora Webb (Vice President, Instruction) and Frank Chong (President, Laney College) who will be responding. The District can provide the documentation for them. This will be discussed at next Tuesday’s (February 27) Board meeting. Chair Withrow mentioned that this letter is not complimentary to the Office of the Chancellor or the Board. Laney will not be preparing the response. March13th is formal letter, presentation at March 27th on 3 items (Recommendations 6, 7 and 9) pointed out in the letter. Chancellor Harris brought up the issue of how we are going to deal with naming opportunities. The District is trying to raise $200K to name the BCC library after Trustee Susan Duncan, are there other colleges that have procedures? VC Smith said that the District is not aware of what the rules are. Berkeley wants to name not only the library and but one of their labs too. District needs long term focus and we need to understand State rules. This will be discussed at the Standards Committee meeting next Thursday (February 29th). The meeting adjourned at 5:45 p.m. February 22, 2007 Page 5 of 5