RESOLVED [99.127],
that there be, and there hereby is, effective immediately, designated
a Committee of the Board to be named the "Audit Committee,"
responsible for recommending the selection of external auditors
to the Board; receiving, reviewing, and forwarding to the Board
the annual financial report of the external auditors; and such
other matters as may warrant its attention.
FURTHER RESOLVED [99.128],
that Linda Wilson be, and hereby is, appointed chair of the Audit
Committee, and that Greg Crew and Philip Davidson be, and hereby
are, appointed members of the Audit Committee.
I. Purpose
The Audit Committee of the ICANN Board
is responsible for recommending the selection of external auditors
to the Board; receiving, reviewing, and forwarding to the Board
the annual financial report of the external auditors; and such
other matters as may warrant its attention.
II. Membership of Audit Committee
The Audit Committee shall be comprised
of three or more directors as determined and appointed annually
by the Board, each of whom shall be free from any relationship
that, in the opinion of the Board, would interfere with the exercise
of his or her independent judgment as a member of the Committee.
Unless a chair is appointed by the full Board, the members of
the Committee may designate a Chair by majority vote of the full
Committee membership.
III. Scope of Audit Committee Work
In accomplishing its assigned responsibilities,
the Audit Committee will review the following listed matters
and such other matters as may warrant its attention. It may,
with approval of the Board, engage additional assistance to undertake
such reviews of financial management performance as it deems
necessary.
(1) Recommend to the Board of Directors
the selection of ICANN's external auditors and the annual fees
to be paid for services rendered by the external auditors. Review
each proposed audit plan developed by management and the external
auditors periodically review the performance of the external
auditors, and recommend to the Board any proposed retention or
discharge of the external auditors.
(2) Review the Corporation's annual financial
statements and reports as required by the Bylaws, including the
compliance of the corporation's accounting and financial management
systems and reports with generally accepted accounting principles
for nonprofit organizations.
(3) Review and forward to the Board the
annual financial management letter of the external auditors,
with such comments of its own as may be appropriate.
(4) Periodically review the corporation's
system of internal controls, including its risk management policy
and any accompanying insurance coverage, and make recommendations
to the Board for changes it considers desirable.
