Minutes – Board Audit Committee (AC) Meeting 11 February 2010

AC Attendees: Rita Rodin Johnston – Chair; Harald Alvestrand, Steve Crocker, and Dennis Jennings

Staff Attendees: John Jeffrey – General Counsel and Secretary; Kevin Wilson – Chief Financial Officer; Samantha Eisner, Diane Schroeder , and Amy Stathos

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

  1. Reviewed the minutes from the prior AC meeting, and all voting members in attendance unanimously approved the minutes.
  2. Discussed the proposed Cost Accounting and Procurement Guidelines as currently under review by both the AC and the Board Finance Committee (BFC).
    • Actions:
      • Staff to integrate AC comments provided during meeting into draft documents.
      • Staff to provide redlines of Cost Accounting and Procurement Guidelines showing revisions made to address BFC concerns, and AC concerns where already noted.
      • AC to review redlines and provide feedback to staff via email, to facilitate posting of these documents in advance of the ICANN meeting in Nairobi.
      • Staff to create communication and training tools for ICANN staff to advise on the details of the Cost Accounting and Procurement Guidelines and the processes to be followed.
      • Staff to provide update to AC in Nairobi on responses to suggestion that the process of matching invoices to purchasing and receiving documents be more formalized..
      • Staff to create standardized update process for providing AC with information on ICANN’s internal control processes.
  3. Discussed the AC Best Practice materials provided by staff, and helpful changes to the organization of the document to better structure the AC agenda and work plan.
    • Actions:
      • Staff to revise document in line with AC comments.
      • Staff to provide AC with prioritization of work on the following best practices: Coordination of meetings with the Risk Committee and BFC; moving forward with the formation of an Internal Audit function; next steps in the AC oversight of ICANN’s existing Whistleblower policy; AC meetings with ICANN executive team members; and how to meet the best practice of ensuring that sufficient financial expertise is available to the AC.
      • Staff to report to AC in Nairobi regarding potential uses of external consultants to the AC to meet recommended best practices, as well as ways for the AC to work with the Board Governance Committee to identify skills and expertise that may be beneficial to look for in future Board members.
      • Staff to provide materials in advance of the Nairobi meeting on the details and possible structure of the Internal Audit function to facilitate discussions in Nairobi.
  4. Received request from AC member to collect all outstanding AC action items, for committee review and agenda setting.
    • Action:
      • Staff to provide standardized report on action items on a regular basis to ensure that all outstanding items are completed.