Audit Committee Meeting July 2021 Committee Members J. Barbas, Chair F. Borelli D. Jones R. Linn R. Mujica, Jr. Audit Committee Meeting Monday, 7/19/2021 3:00 - 4:30 PM ET MTA Board Room - 20th Floor 2 Broadway 1. PUBLIC COMMENTS 2. APPROVAL OF MINUTES Minutes of May 26, 2021 Meeting - Page 3 3. AUDIT COMMITTEE WORK PLAN 2021 WORKPLAN - Condensed - Page 5 2021 WORKPLAN - Detailed - Page 7 4. QUARTERLY FINANCIAL STATEMENTS - 1ST QUARTER 2021 Draft - Consolidated Financial Statements - Q1 2021 - Page 12 5. MANAGEMENT REVIEW OF PENSION PLAN AUDITS Management Review of 2020 Pension Audits - Page 140 6. 2020 PENSION PLAN AUDITS Draft - MTA Deferred Compensation Program - Page 147 Draft - MNCR Company Cash Balance Plan - Page 188 Draft - MTA Retiree Welfare Benefits Plan (OPEB) - Page 216 Draft - LIRR Company Plan for Additional Pensions - Page 246 Draft - MaBSTOA Pension Plan - Page 281 Draft - MTA Defined Benefit Pension Plan - Page 334 7. 2020 INVESTMENT COMPLIANCE REPORT Draft - MTA 2020 Investment Compliance Report - Page 385 8. 2020 MANAGEMENT LETTER REPORTS Draft - MTA 2020 Consolidated Management Letter - Page 386 9. REVIEW OF MTA INSPECTOR GENERAL'S OFFICE Draft - 2020 MTA OIG Report - Page 418 10. ENTERPRISE RISK MANAGEMENT UPDATE Enterprise Risk Management - Audit Committee Status Report - Page 421 11. ETHICS AND COMPLIANCE PROGRAM 2021 Ethics and Compliance Presentation - Page 426 12. FINANCIAL INTEREST REPORTS Annual Report on 2020 Financial Interest Reporting Compliance - Page 438 2021 FDS Filers Employee Memorandum Reminder - Page 439 13. 2021 AUDIT PLAN STATUS UPDATE 2021 Audit Plan Status Update - Page 441 14. DDCR PERFORMANCE MEASURES DDCR Update - July Audit Committee Presentation - Page 449 15. OPEN AUDIT RECOMMENDATIONS Past Due Remediation Plans - Page 454 MINUTES OF MEETING AUDIT COMMITTEE OF THE BOARD THURSDAY, MAY 26, 2021 -10 A.M. RONAN BOARD ROOM 20TH FLOOR 2 BROADWAY Because of the ongoing COVID-19 public health crisis, the MTA Chairman convened a one-day, virtual Board and Committee meeting session on May 26, 2021, which included the following committees: • Long Island Rail Road and Metro-North Railroad; • New York City Transit; • MTA Bridges and Tunnels; • Finance; • Capital Program Oversight Committee; • Diversity; and • Audit To see a summary of the meeting and the actions taken by the Audit Committee, please refer to the May 26, 2021 Board minutes in the May Board Book available here on the Board materials website: https ://new .mta.info/transparency/board-and-committee-meetings/may-2021 MTA Chairman Foye introduced Auditor General Michele Woods. The Auditor General stated that there is one item for the Audit Committee members that requires a vote. The MTA public accounting firm (Deloitte) has completed their audit of the 2020 Financial Statements. Deloitte has provided a memo detailing the results and conclusions of their examination to the Audit Committee. Jill Strohmeyer from Deloitte was available to answer any questions. MTA management has reviewed the MTA' s Consolidated Financial Statements for the Year Ended December 31, 2020, and they have indicated that the Financial Statements are complete, accurate and prepared in conformity with generally accepted accounting principles using the latest GASB accounting pronouncements. Noemi Lopez, the Deputy Chief Comptroller for MTA HQ was available to answer any questions. A motion was made and seconded to accept the 2020 Year End Financial Statements. The remaining three items on the Agenda do not require a vote, and are as follows: • The General Counsels from each agency, along with representatives from the independent accounting firm have reviewed the status of major litigation that may have a material effect on the financial position of their agency, or for which a contingency liability been or will be established and/or disclosed in a footnote to the financial statements. In addition, the Committee was briefed on the status of third-party lawsuits for which there has been minimal or sporadic case activity. All current information has been reflected in the financial statements. • The MTA Chieflnformation Security Officer reported to the Committee members on activities of the MTA IT for the past year, including its accomplishments, strategies and plans for the current year. A copy of the presentation was included in the Board Book and Rafail Portnoy, the Chief Information Security Officer was available to answer any questions. • The Chief Compliance Officer and Compliance staff presented a report on past due remediation plans and remediation plan implementation progress to the Audit Committee. All internal findings and their corresponding remediation plans are tracked in the RSA Archer Governance Risk and Control System (GRC). This allows the compliance staff to enter remediation actions and monitor the status of those actions to identify findings that have not been addressed timely. A copy of this report was included in the Board Book, and Lamond Kearse, the Chief Compliance Officer was available to answer any questions. ________________________________________________________________________________ Master Page # 3 of 457 - Audit Committee Meeting 7/19/2021 ·-This concluded the May Work Plan for the Audit Committee. Respectfully submitted, Michele Woods Auditor General ________________________________________________________________________________ Master Page # 4 of 457 - Audit Committee Meeting 7/19/2021 2021 AUDIT COMMITTEE WORK PLAN I. RECURRING AGENDA ITEMS Responsibility Each Meeting: Approval of Minutes Committee Chair & Members Audit Work Plan Committee Chair & Members As Appropriate: Pre-Approval of Audit and Non- Committee Chair & Members Auditing Services Follow-Up Items Auditor General Status of Audit Activities Auditor General/MTA IG/ CCO/CFO/ Controllers/External Auditor/ Executive Sessions Committee Chair & Members II. SPECIFIC AGENDA ITEMS January 2021 Quarterly Financial Statements – 3rd Quarter 2020 External Auditor/CFOs/Controllers Enterprise Risk Management Update Chief Compliance Officer and Internal Control Guidelines Compliance with the Internal Control Act Chief Compliance Officer/Agency ICOs 2020 Audit Plan Status Report Auditor General 2021 Audit Plan Auditor General DDCR Performance Measures Chief Diversity Officer Open Audit Recommendations Agency ICOs/Chief Compliance Officer May 2021 2020 Audited Financial Statements External Auditor/CFOs/Controllers Management’s Review of Consolidated Comptroller Financial Statements Information Technology Report Chief Information Officer Open Audit Recommendations Agency ICOs/Chief Compliance Officer Contingent Liabilities/Third Party General Counsels/External Auditor Lawsuits (Executive Session) ________________________________________________________________________________ Master Page # 5 of 457 - Audit Committee Meeting 7/19/2021 July 2021 Quarterly Financial Statements – 1st Quarter 2021 External Auditor/CFOs Pension Audits (2020) External Auditor/Comptroller Management’s Review of Pension Audits Comptroller Investment Compliance Report External Auditor Management Letter Reports External Auditor/CFOs/Controllers Review of MTA/IG’s Office (FY 2020) External Auditor Enterprise Risk Management Update Chief Compliance Officer Ethics and Compliance Program Chief Compliance Officer Financial Interest Reports Chief Compliance Officer MTAAS 2021 Audit Plan Status Report Auditor General DDCR Performance Measures Chief Diversity Officer Open Audit Recommendations Agency ICOs/Chief Compliance Officer October 2021 Quarterly Financial Statements – 2nd Quarter 2021 External Auditor/CFOs Single Audit Report External Auditor/CFOs Appointment of External Auditors Committee Chair & Members Audit Approach Plans/Coordination External Auditor Review of Audit Committee Charter CCO and Committee Chair Security of Sensitive Data & Systems Chief Information Officer (Executive Session) Open Audit Recommendations Agency ICOs/Chief Compliance Officer Annual Audit Committee Report Committee Chair ________________________________________________________________________________ Master Page # 6 of 457 - Audit Committee Meeting 7/19/2021 2021 AUDIT COMMITTEE WORK PLAN I. RECURRING AGENDA ITEMS Each Meeting Approval of Minutes Approval of the official proceedings of the previous month’s Committee meeting. Audit Work Plan A monthly update of any edits and/or changes in the work plan. As Appropriate Pre-Approval of Audit and Non-Auditing Services As appropriate, all auditing services and non-audit services to be performed by external auditors will be presented to and pre-approved by the Committee. Follow-Up Items Communications to the Committee of the current status of selected open issues, concerns or matters previously brought to the Committee’s attention or requested by the Committee. Status of Audit Activities As appropriate, representatives of MTA’s public accounting firm or agency management will discuss with the Committee significant audit findings/issues, the status of on-going audits, and the actions taken by agency management to implement audit recommendations. Executive Sessions Executive Sessions will be scheduled to provide direct access to the Committee, as appropriate. II. SPECIFIC AGENDA ITEMS JANUARY 2021 Quarterly Financial Statements - 3rd Quarter 2020 Representatives of the MTA public accounting firm, in conjunction with appropriate agency management, will discuss the interim financial statement that was prepared for the third quarter of 2020. Enterprise Risk Management Update and Internal