Minutes | Board Audit Committee (BAC) Meeting 5 March 2020

BAC Attendees: Sarah Deutsch (Chair), Avri Doria, Danko Jevtović, Merike Käo and Akinori Maemura

BAC Apologies: Mandla Msimang

Other Board Member Attendees: León Sánchez

ICANN Org Attendees: Susanna Bennett (SVP, Chief Operations Officer), Franco Carrasco (Board Operations Specialist), Becky Nash (VP, Finance), Jennifer Scott (Senior Counsel), and Amy Stathos (Deputy General Counsel)

Invited Guests: Representatives from BDO, LLP and the Independent Financial Advisor to the BAC

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

1. BAC Workplan – The BAC reviewed its Workplan, which is on target.
2. Presentation by Independent External Auditor – The BAC received a presentation from representatives of ICANN organization's FY19 independent external auditor, BDO, LLP, in support of the BAC's selection process for ICANN's FY20 independent external auditor. The role of the BAC is to perform oversight, by delegation from the Board, of recommending the selection of independent auditors to the Board, and receiving and reviewing status reports from the independent auditors and the annual financial statements of ICANN org's operations and financial position. BDO provided the BAC with information regarding its proposed FY20 audit services and the anticipated changes in implementation of the revenue recognition standard, although the new standard is not likely to require any changes in the FY20 annual audit of ICANN org.

3. Review of the ICANN FY20 Independent External Auditor Selection Decision – The BAC received a presentation from ICANN org regarding the selection of the FY20 independent external auditor. ICANN org explained why BDO, LLP is proposed to be selected, and provided information to the BAC, including information about BDO's existing knowledge of ICANN org's operations, PTI operations, and the New gTLD Program. The BAC also discussed the successful and efficient transition from the prior audit partner at BDO to the new audit partner who first started working with ICANN for the FY19 audit process. ICANN org recommended that the BAC consider recommending that the Board approve of the appointment of BDO as ICANN's independent external auditor for ICANN's FY20 audit services, including audit of ICANN's consolidated statements, ICANN operations, the New gTLD Program, and issuance of PTI's standalone audit report and a Singapore statutory audit report that is required for local business registration. Following discussion, the BAC recommended that the Board authorize ICANN org to engage BDO and BDO member firms as the auditors for FY20.

   • Action: ICANN org to prepare materials for Board consideration.

4. Review of Status of Executive Interview Sessions – The BAC discussed the pending executive interview that was scheduled to be conducted in person in Cancún, which will now need to be rescheduled due to the transition of the meeting to a virtual format. The BAC agreed to conduct the interview after the ICANN67 Virtual Community Forum, via telephone conference.

   • Action: ICANN org to arrange for the next executive interview to take place telephonically after the ICANN67 Virtual Community Forum.

Published on 21 May 2020