Minutes – Audit Committee (AC) Meeting | 13 March 2011

AC Attendees: Steve Crocker, Rita Rodin Johnston – Chair, and Erika Mann

Other Board Attendee: Bruce Tonkin

Staff members present: Akram Atallah – Chief Operating Officer; John Jeffrey – General Counsel and Secretary; Juan Ojeda, Diane Schroeder and Amy Stathos


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

  1. Engagement of Independent Auditor: The AC reviewed the proposed engagement of the independent auditor, and confirmed the AC’s compliance with best practices, as the AC rotated the audit partner for the FY10 independent audit. The AC discussed the possibility of engaging a different audit firm for the FY12 audit, given the forecasted state of ICANN in FY12 with the launch of new gTLDs. The AC unanimously recommended that the Board approve the engagement of Moss Adams as the independent audit firm and for staff to enter into a contract.

    • Actions:

      • Staff to forward AC recommendation of engagement of independent auditor to Board for approval.

      • When identifying potential firms for the performance of the FY12 independent audit, staff to consider the current business position of ICANN to determine if it is recommended to engage a different firm.

  2. Internal Auditor: The AC reviewed potential updates to the statement of work for the performance of the internal audit function, as well as discussing the purpose of the internal auditor review and the proposed work projects.

    • Action:

      • Staff to organize a telephonic meeting of the AC and the internal audit function provider prior to approval of the statement of work.

  3. Form 990: Received update from staff on the work on the Form 990 for the FY ending 30 June 2010, including planning for informational sessions for the Board.

  4. Independent Expert to the Audit Committee: The AC discussed the work done in 2010 to identify candidates to serve as an independent financial expert to the AC, as part of the AC’s work to meet best practices. Though recent changes to the Board composition increased the financial expertise on the Board, the AC determined to proceed with the selection process. In light of staff’s recommendation to interview two of the candidates that submitted statements of interest, the AC agreed to proceed with telephonic interviews of both candidates for the volunteer position.

    • Action

      • Staff to coordinate telephonic interviews of two candidates for the independent financial expert position.

  5. Migration of Financial System: The AC received an update from staff on the status of the migration of ICANN’s financial system.

  6. Process Improvements Initiatives: The AC received an update from staff on work being done to improve internal processes, including payroll/reimbursement related processes, travel guidelines, and the corporate credit card usage process.

    • Action:

      • Further conversation among AC members regarding corporate credit card usage to continue offline.

  7. Committee Planning: The AC briefly discussed planning for future meetings. 

    • Action:

      • Staff to prepare draft workplan for the AC by the end of the week, and provide for AC input.

  8. Executive Session: AC participated in executive session with the COO in confidence, without additional staff present.