Minutes | Meeting of the Audit Committee of the Board (BAC) 28 July 2022

BAC Attendees: Alan Barrett, Sarah Deutsch (Chair), Akinori Maemura, Mandla Msimang, Ihab Osman, Kaveh Ranjbar, and Katrina Sataki

Other Board Member Attendees: Avri Doria, Patricio Poblete

ICANN Organization Attendees: Xavier Calvez (SVP, Planning and Chief Financial Officer), Franco Carrasco (Board Operations Specialist), Liz Le (Associate General Counsel), Becky Nash (VP of Planning), Brett Peterson (Director Accounting), Shani Quidwai (Sr. Director Finance), and Amy Stathos (Deputy General Counsel)

Invited Guests: Representatives from independent audit firm Moss Adams

The following is a summary of discussions, actions taken and actions identified:

1. Opening Remarks – The Chair opened the meeting and reviewed the meeting agenda.
2. Presentation from ICANN's Independent External Audit Firm – The BAC received a presentation from ICANN's independent audit firm, Moss Adams, regarding ICANN's FY22 audit. As Moss Adams has not been engaged as ICANN's external audit firm in over eight years, the representatives provided an overview of the firm and the audit team that will be working on ICANN's FY22 audit. Moss Adams presented the BAC with information on its FY22 audit services, including the audit approach, scope, anticipated timeline, and deliverables. The audit strategy is to assess risk in the consolidated financial statements and design the audit procedures accordingly. The audit will include evaluating the appropriate accounting policies and the reasonableness of those accounting policies and estimates that are disclosed in the financial statements. Moss Adams informed the Committee of a new accounting standard this year that relates to presentation and disclosure for non-profits that receive contributed nonfinancial assets (e.g., goods or services that organizations do not pay for). Moss Adams does not anticipate that this new standard will have an impact on ICANN's financial statements.

3. Discussion re Internal Revenue Service (IRS) Form 990 – The Committee received a high-level overview on the IRS Form 990, which is the org's annual information return. Although there is no legal requirement for a non-profit organization's Board of Directors or its Committees to review or approve the organization's Form 990, ICANN org has historically shared its completed ICANN Form 990 with the Board and BAC. The Committee reviewed and discussed the ICANN Form 990 for the year ended 30 June 2021. The org noted that the Form 990 may include individuals who are no longer with ICANN org, but they were during the relevant period of time. Once filed, the IRS Form 990 is published on ICANN's website along with set of Frequently asked Questions (FAQs). The Committee asked to review the draft FAQ before it is published.

   • Action: ICANN org to provide the Committee with the draft FAQ document for the IRS Form 990 for the year ended 30 June 2022 for input prior to publication.
4. BAC Work Plan – The Committee reviewed its work plan, which is on target.

Published on 13 September 2022