Audit Committee (AC) Meeting Minutes 23 October 2011

AC Attendees: Erika Mann - Chair; Steve Crocker and Gonzalo Navarro

Invited Attendees: Judith Vasquez; two representatives from Independent Audit Firm of Moss Adams

Staff Attendees: Akram Atallah – Chief Operating Officer; Xavier Calvez – Chief Financial Officer; John Jeffrey – General Counsel and Secretary; Juan Ojeda, Diane Schroeder, and Amy Stathos

  1. Preliminary Report – The AC approved the Minutes from the last committee meeting.

  2. Executive Session Interviews – The AC discussed the best practice of conducting executive session interviews with senior and key staff members. The AC agreed that they would, and they did, interview the new CFO at the end of this meeting.

    • Action:

      • AC to interview CFO at end of AC meeting.

      • Staff to prepare recommendations for other executive session interviews at upcoming AC meetings based on current activities, with intent that the President and CEO be one of the interviews at either the Costa Rica or Prague meeting.

  3. Work plan – Staff provided a report on the development of the work plan. The AC specifically discussed the work plan in terms of how to document all internal controls with the goal of enhancing those controls and having more structure on use of internal audit function.

    • Action:

      • By end of calendar year, staff to make recommendation on framework for documenting internal controls, with identification of where there should be more structure on use of internal audit function, including a hierarchy of more important areas for audit.

      • Once determinations are made and plan is finalized, ICANN to share with external auditors for information.

  4. Best Practices – The AC discussed analysis of various financial reporting compliance standards, including international standards, to determine which of those standards ICANN should or could follow as a best practice, in addition to those that ICANN must follows. The AC also discussed the best use of the financial advisor that has been selected.

    • Acton:

      • Staff to document the standards that we must follow and why.

  5. Other Business - The AC discussed the scope of its responsibilities being limited to audit of the financial functions of the organization. The AC also discussed the process for addressing issues that have been raised that might not be within the scope of the AC responsibilities.