Minutes – Audit Committee (AC) Meeting | 19 June 2011

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

Other Board Attendee: Gonzalo Navarro

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


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

  1. Minutes – Reviewed and approved minutes from prior AC meeting.

  2. Workplan – Reviewed proposed workplan for the remainder of 2011 and discussed the purpose behind the various items of work.

    • Actions:

      • Staff to consider how to continue to provide the new AC chair with graphical representations of status of AC work.

      • AC to hold executive session with General Counsel.

  3. Independent Audit status – Received update on FY11 Independent Audit status and the work of the Independent Auditors.

  4. Form 990 – Received update on the completion of the Form 990 for FY10 and subsequent posting, as well as the preparation of a forthcoming FBAR filing.

  5. Independent Financial Advisor to the Audit Committee – Reviewed status of the search for an Independent Financial Advisor to the Audit Committee and reached an agreement on a selected candidate. The AC approved a recommendation to direct the CEO to enter into negotiations and a contract with the selected candidate. Discussions with the selected candidate should proceed to allow the Advisor to perform work at the direction of the AC related to the rollout of the new financial reporting system.

    • Actions:

      • Staff to notify selected candidate and proceed to negotiations.

      • Staff to provide AC with opportunity to review the proposed contract prior to completion.

  6. Upgrade of Financial Reporting System – Received update on status of the financial reporting system upgrade to Great Plains. Staff reported that the Phase 1 of upgrade is on target to go live on 1 July 2011 to correspond with the beginning of FY12.

    • Actions:

      • Staff to keep the AC apprised on the progress of the launch of the new financial reporting system.

      • AC to include queries relating to the new financial reporting system in discussions with the Independent Auditors.

  7. Process Improvements – Received update on process improvement initiatives underway to enhance internal controls, including payroll, travel and expense automation processes.

  8. Any other business – The departing AC Chair noted the significant work already achieved to improve internal controls and processes. The AC and staff thanked the AC Chair for her service.