BOARD AGENDA MEMORANDUM
Government Code ? 84308 Applies: Yes ? No ?
(If "YES" Complete Attachment A - Gov. Code ? 84308)
SUBJECT: Title
Consider March 18, 2026, Board Audit Committee Recommendation to Approve Proposed Amendments to the Board Audit Committee Audit Charter and Proposed Amendments to the Board of Directors Code of Conduct and Ethics; and Provide Further Direction as Needed.
End
RECOMMENDATION: Recommendation
Consider recommendations resulting from the March 18, 2026, Board Audit Committee meeting to:
A. Consider and approve proposed amendments to the Board Audit Committee Audit Charter;
B. Consider and approve proposed amendments to the Board of Directors Code of Conduct and Ethics; and
C. Provide further direction, as needed.
Body
SUMMARY:
The Board Audit Committee (BAC) was established to assist the Board of Directors (Board), consistent with direction from the full Board, to identify potential areas for audit and audit priorities, and to review, update, plan, and coordinate execution of Board audits. On September 26, 2018, the BAC directed an Audit Committee Charter be developed, and on August 27, 2019, the Board formally approved the BAC Audit Charter. The BAC Audit Charter was last amended by the Board at its regular meeting on April 22, 2025.
At its regular March 18, 2026, meeting, the BAC considered proposed amendments to the BAC Audit Charter and voted to recommend them to the full Board for approval suggesting the Board of Directors Code of Conduct and Ethics (Code) be reconciled simultaneously to avoid conflicting guidance. These proposed amendments are set forth below.
A. Recommended Changes to the BAC Audit Charter
(1) Modification: Article III, ?7.4
During the BAC meeting on March 18, 2026, the Committee recommended updating Article III, section 7.4 to simplify the language from "tri-annually" to the actual, intended, review period of "every three years." This recommendation is reflected below:
Risk Assessment -...
Click here for full text