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PHONE: 315.435.3770 FAX: 315.435.3669 SYRACUSECENTRAL.COM Audit Committee Meeting Agenda February 9, 2021 8:00AM Call to Order the Meeting of the OCIDA Audit Committee A. Approval of the December 8, 2020 minutes
PHONE: 315.435.3770 FAX: 315.435.3669 SYRACUSECENTRAL.COM Audit Committee Meeting Agenda February 9, 2021 8:00AM Call to Order the Meeting of the OCIDA Audit Committee A. Approval of the December 8, 2020 minutes
The Agency Auditor will discuss the upcoming audit of the Agency. Representative: Mike Lisson, Agency Auditor, Grossman St. Amour Call to Adjourn the Meeting of the OCIDA Audit Committee Onondaga County Industrial Development Agency Audit Committee Meeting Minutes December 8, 2020 An Audit Committee meeting of the Onondaga County Industrial Development Agency was held on Tuesday, December 8, 2020, at the 333 West Washington Street, Syracuse, New York in the large conference room on the first floor.
Chairperson Janice Herzog called the meeting to order at 8:09 am with the following:
PRESENT:
Janice Herzog Susan Stanczyk Patrick Hogan
ALSO PRESENT:
Robert M. Petrovich, Executive Director Nancy Lowery, Secretary Nate Stevens, Treasurer Karen Doster, Recording Secretary, Agency Carolyn Evans-Dean, Onondaga County Economic Development Amanda Fitzgerald, Barclay Damon Law Firm Jeff Davis, Barclay Damon Law Firm Victor Ianno, Board Member Kevin Ryan, Board Member Christopher Andreucci, Harris Beach Law Firm Kevin McAuliffe, Barclay Damon Law Firm John Switzer, Summit Solar David Spotts, Summit Solar David Muraco, 629 LeMoyne Manor Alexis Muraco, 629 LeMoyne Manor Mark Arbon, Sarofeen & Arbon, LLC Brad Farrin, Milton CAT Tony Mancuso, Milton CAT Jeremy Speich, Harris Beach Law Firm APPROVAL OF AUDIT MEETING MINUTES – MARCH 17, 2020
The Agency Auditor will discuss the upcoming audit of the Agency. Representative: Mike Lisson, Agency Auditor, Grossman St. Amour Call to Adjourn the Meeting of the OCIDA Audit Committee Onondaga County Industrial Development Agency Audit Committee Meeting Minutes December 8, 2020 An Audit Committee meeting of the Onondaga County Industrial Development Agency was held on Tuesday, December 8, 2020, at the 333 West Washington Street, Syracuse, New York in the large conference room on the first floor.
Chairperson Janice Herzog called the meeting to order at 8:09 am with the following:
PRESENT:
Janice Herzog Susan Stanczyk Patrick Hogan
ALSO PRESENT:
Robert M. Petrovich, Executive Director Nancy Lowery, Secretary Nate Stevens, Treasurer Karen Doster, Recording Secretary, Agency Carolyn Evans-Dean, Onondaga County Economic Development Amanda Fitzgerald, Barclay Damon Law Firm Jeff Davis, Barclay Damon Law Firm Victor Ianno, Board Member Kevin Ryan, Board Member Christopher Andreucci, Harris Beach Law Firm Kevin McAuliffe, Barclay Damon Law Firm John Switzer, Summit Solar David Spotts, Summit Solar David Muraco, 629 LeMoyne Manor Alexis Muraco, 629 LeMoyne Manor Mark Arbon, Sarofeen & Arbon, LLC Brad Farrin, Milton CAT Tony Mancuso, Milton CAT Jeremy Speich, Harris Beach Law Firm APPROVAL OF AUDIT MEETING MINUTES – MARCH 17, 2020 Upon a motion by Patrick Hogan, seconded by Janice Herzog, the OCIDA Audit Committee approved the minutes of the March 17, 2020 meeting. Motion was carried. Upon a motion by Patrick Hogan, seconded by Janice Herzog, the OCIDA Audit Committee approved the minutes of the March 17, 2020 meeting. Motion was carried.
Upon a motion by Susan Stanczyk, seconded by Patrick Hogan, the OCIDA Audit Committee approved a resolution to transmit the summary evaluation without comment to the Governance Committee for review and recommendation to the Board. Motion was carried.
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Upon a motion by Susan Stanczyk, seconded by Patrick Hogan, the OCIDA Audit Committee approved a resolution to transmit the summary evaluation without comment to the Governance Committee for review and recommendation to the Board. Motion was carried.
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Janice Herzog stated there are no changes to the Committee Charter. Upon a motion by Patrick Hogan, seconded by Susan Stanczyk, the OCIDA Audit Committee approved a resolution to transmit the Committee Charter without comment to the Governance Committee for review and recommendation to the Board. Motion was carried.
Janice Herzog stated there are no changes to the Committee Charter. Upon a motion by Patrick Hogan, seconded by Susan Stanczyk, the OCIDA Audit Committee approved a resolution to transmit the Committee Charter without comment to the Governance Committee for review and recommendation to the Board. Motion was carried.
Nancy Lowery stated the date under Annual Self Evaluation should be changed from November 10, 2020 to December 8, 2020.
Upon a motion by Patrick Hogan, seconded by Susan Stanczyk, the OCIDA Audit Committee approved a resolution to transmit the 2020 Committee Annual Report with the date change to the Governance Committee for review and recommendation to the Board. Motion was carried.
Nancy Lowery stated the date under Annual Self Evaluation should be changed from November 10, 2020 to December 8, 2020.
Upon a motion by Patrick Hogan, seconded by Susan Stanczyk, the OCIDA Audit Committee approved a resolution to transmit the 2020 Committee Annual Report with the date change to the Governance Committee for review and recommendation to the Board. Motion was carried.
Robert Petrovich stated the audit review will be done in 2021. He stated on the regular Agency agenda there is a recommendation by staff and IDA leadership that contracts be awarded for audit services in 2021 and after an organizational meeting on January 12 we will be in a position to do that. He stated there is no Agency action on this matter until the new year.
Robert Petrovich stated the audit review will be done in 2021. He stated on the regular Agency agenda there is a recommendation by staff and IDA leadership that contracts be awarded for audit services in 2021 and after an organizational meeting on January 12 we will be in a position to do that. He stated there is no Agency action on this matter until the new year.
Upon a motion by Patrick Hogan, seconded by Susan Stanczyk, the OCIDA Audit Committee adjourned the meeting at 8:14 am. Motion was carried.
____________________________________ Nancy Lowery, Secretary 2 Auditor’s Communication with Those Charged with Governance during planning February 9, 2021 Mike Lisson, Partner Mark Ciaralli, Partner
Upon a motion by Patrick Hogan, seconded by Susan Stanczyk, the OCIDA Audit Committee adjourned the meeting at 8:14 am. Motion was carried.
____________________________________ Nancy Lowery, Secretary 2 Auditor’s Communication with Those Charged with Governance during planning February 9, 2021 Mike Lisson, Partner Mark Ciaralli, Partner
Syracuse, New York 13202 1 315.424.1120 • www.gsacpas.com
PROFESSIONAL STAFF RESPONSIBILITIES PLANNED SCOPE WHATS GOING ON IN THE ACCOUNTING AND REGULATORY
Professional staff Audit Partners – Mark Ciaralli, CPA, CFE & Michael Lisson, CPA, CITP Mark is the lead partner and is responsible for reviewing the audit. PAAA requires a change in partner once every 5 years In addition, due to changes in governmental auditing standards, we assign two partners to all of our governmental audits Contact Information:
Mark (315)‐701‐6391 / Mike (315) 701‐6430 mciaralli@gsacpas.com / mlisson@gsacpas.com • All staff assigned need to possess adequate professional competence All professionals must complete at least 80 hours of CPE to enhance professional proficiency and at least 24 hours must be specific to governmental areas every two years related to the audit 3
Syracuse, New York 13202 1 315.424.1120 • www.gsacpas.com
PROFESSIONAL STAFF RESPONSIBILITIES PLANNED SCOPE WHATS GOING ON IN THE ACCOUNTING AND REGULATORY
Professional staff Audit Partners – Mark Ciaralli, CPA, CFE & Michael Lisson, CPA, CITP Mark is the lead partner and is responsible for reviewing the audit. PAAA requires a change in partner once every 5 years In addition, due to changes in governmental auditing standards, we assign two partners to all of our governmental audits Contact Information:
Mark (315)‐701‐6391 / Mike (315) 701‐6430 mciaralli@gsacpas.com / mlisson@gsacpas.com • All staff assigned need to possess adequate professional competence All professionals must complete at least 80 hours of CPE to enhance professional proficiency and at least 24 hours must be specific to governmental areas every two years related to the audit 3
Auditor’s Responsibilities Communicated through engagement letter We are responsible for conducting our audit in accordance with auditing standards generally accepted in the United States of America (AICPA); with government auditing standards (GAGAS); and the New York State Authorities Budget Office (ABO) We form and express an opinion over the financial statements prepared by management, with your oversight, about whether the financial statements are prepared, in all material respects, with GAAP (GASB). You have the ultimate responsibility for these financial statements. As a component unit of Onondaga County, your financial information is included in the County’s financials. The County’s independent auditors do not take responsibility for the financial information as they reference other auditors (GSA CPA’s) in accordance with professional standards.
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Auditor’s Responsibilities Communicated through engagement letter We are responsible for conducting our audit in accordance with auditing standards generally accepted in the United States of America (AICPA); with government auditing standards (GAGAS); and the New York State Authorities Budget Office (ABO) We form and express an opinion over the financial statements prepared by management, with your oversight, about whether the financial statements are prepared, in all material respects, with GAAP (GASB). You have the ultimate responsibility for these financial statements. As a component unit of Onondaga County, your financial information is included in the County’s financials. The County’s independent auditors do not take responsibility for the financial information as they reference other auditors (GSA CPA’s) in accordance with professional standards.
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Management’s Responsibilities:
Communicated through engagement letter Preparation and fair presentation of the financial statements with GAAP Design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements from material misstatement from: Errors Fraudulent financial reporting Misappropriation of assets Violations of laws, governmental regulations, grant agreements or contractual agreements Provide unrestricted access to all records, documentation and persons necessary to obtain audit evidence Identifying and ensuring compliance with laws and regulations applicable to the entity’s activities For adjusting financial statements to correct material misstatements and confirming to us in the management representation letter that uncorrected misstatements are immaterial, both individually and in the aggregate, to the financial statements as a whole For maintaining adequate records, selecting and applying accounting principles, and safeguarding assets 5
Management’s Responsibilities:
Communicated through engagement letter Preparation and fair presentation of the financial statements with GAAP Design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements from material misstatement from: Errors Fraudulent financial reporting Misappropriation of assets Violations of laws, governmental regulations, grant agreements or contractual agreements Provide unrestricted access to all records, documentation and persons necessary to obtain audit evidence Identifying and ensuring compliance with laws and regulations applicable to the entity’s activities For adjusting financial statements to correct material misstatements and confirming to us in the management representation letter that uncorrected misstatements are immaterial, both individually and in the aggregate, to the financial statements as a whole For maintaining adequate records, selecting and applying accounting principles, and safeguarding assets 5
Audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements; therefore, our audit will involve judgment about the number of transactions to be examined and the areas to be tested.
Our audit is designed to provide reasonable, but not absolute, assurance about whether the financial statements are free of material misstatement, whether due to error, fraudulent financial reporting, misappropriation of assets, or violations of laws or governmental regulations.
There is always a risk that material misstatements may exist that may not be detected by us.
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Audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements; therefore, our audit will involve judgment about the number of transactions to be examined and the areas to be tested.
Our audit is designed to provide reasonable, but not absolute, assurance about whether the financial statements are free of material misstatement, whether due to error, fraudulent financial reporting, misappropriation of assets, or violations of laws or governmental regulations.
There is always a risk that material misstatements may exist that may not be detected by us.
6 PLANNED SCOPE (continued) We are required to obtain an understanding of your entity and its environment, including internal controls, to assess the risks of material misstatement of the financial statements and as a basis for designing the nature, timing, and extent of further audit procedures.
Our audit is not designed to express an opinion or provide assurance on internal control over financial reporting or compliance with provisions of applicable laws, regulations, contracts, and agreements.
Although we don’t express opinions over these, we will communicate our scope and results of that testing through a separate communication, titled: “Report on Internal Control over Financial Reporting and on Compliance and Other Matters based on an Audit of Financial Statements Performed in Accordance with Governmental Auditing Standards” One exception – the required “Investment compliance” report required by the NYS ABO. We provide an opinion over compliance with your investment policies and procedures.
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Regulatory Authorities Budget Office (ABO) – regulation 20‐01 (issued February, 2020) Enforcement Powers of the Authorities Budget Office ABO – regulation 20‐02 (issued June 2020) Emergency loan/grant program reporting guidelines PLANNED SCOPE (continued) We are required to obtain an understanding of your entity and its environment, including internal controls, to assess the risks of material misstatement of the financial statements and as a basis for designing the nature, timing, and extent of further audit procedures.
Our audit is not designed to express an opinion or provide assurance on internal control over financial reporting or compliance with provisions of applicable laws, regulations, contracts, and agreements.
Although we don’t express opinions over these, we will communicate our scope and results of that testing through a separate communication, titled: “Report on Internal Control over Financial Reporting and on Compliance and Other Matters based on an Audit of Financial Statements Performed in Accordance with Governmental Auditing Standards” One exception – the required “Investment compliance” report required by the NYS ABO. We provide an opinion over compliance with your investment policies and procedures.
7 WHAT’S GOING ON IN THE
Regulatory Authorities Budget Office (ABO) – regulation 20‐01 (issued February, 2020) Enforcement Powers of the Authorities Budget Office ABO – regulation 20‐02 (issued June 2020) Emergency loan/grant program reporting guidelines ABO continues reviewing websites of public authorities for compliance with reporting of information. Some common areas for improvement: All bond documents (including refundingʹs) not posted on website Mandatory board member training Expenditures not relevant to mission of organization Continued focus by both ABO and NYS comptroller on transparency and reporting of information 8 ABO continues reviewing websites of public authorities for compliance with reporting of information. Some common areas for improvement: All bond documents (including refundingʹs) not posted on website Mandatory board member training Expenditures not relevant to mission of organization Continued focus by both ABO and NYS comptroller on transparency and reporting of information 8 WHAT’S GOING ON IN THE
Accounting / Auditing Auditing SAS No. 134 “Auditor Reporting and Amendments, Including Amendments Addressing Disclosures in the Audit of Financial Statements” (1/1/21 effective) • Will change the look and wording of the audit opinion, also addresses “key audit matters” if the organization wishes to have the auditor report on these. SAS No. 135 “Omnibus Statement on Auditing Standards‐2019” (1/1/21 effective) • Addresses: Communications with those charged with governance, related parties and fraud considerations SAS No. 137 “Auditor’s Responsibilities Relating to Other Information Included in Annual Reports” (1/1/21 effective) • Addresses: Information that contains audited information, such as your required “Annual Report” for PAAA compliance requirements.
Yellow Book 2018 (1/1/21 effective) • Further clarifications for independence and ethics o Preparation of the financial statements by your auditor is a significant threat to independence Further expansion on your teams proficiency and competence requirements Accounting Standards GASB 91 – Conduit Debt Obligations (1/1/21 effective) Clarifies whether or not an asset or liability is recorded by the organization 9 WHAT’S GOING ON IN THE
Accounting / Auditing Auditing SAS No. 134 “Auditor Reporting and Amendments, Including Amendments Addressing Disclosures in the Audit of Financial Statements” (1/1/21 effective) • Will change the look and wording of the audit opinion, also addresses “key audit matters” if the organization wishes to have the auditor report on these. SAS No. 135 “Omnibus Statement on Auditing Standards‐2019” (1/1/21 effective) • Addresses: Communications with those charged with governance, related parties and fraud considerations SAS No. 137 “Auditor’s Responsibilities Relating to Other Information Included in Annual Reports” (1/1/21 effective) • Addresses: Information that contains audited information, such as your required “Annual Report” for PAAA compliance requirements.
Yellow Book 2018 (1/1/21 effective) • Further clarifications for independence and ethics o Preparation of the financial statements by your auditor is a significant threat to independence Further expansion on your teams proficiency and competence requirements Accounting Standards GASB 91 – Conduit Debt Obligations (1/1/21 effective) Clarifies whether or not an asset or liability is recorded by the organization 9