Board Activities and Meetings
Minutes | Meeting of the Audit Committee of the Board (BAC) | 29 March 2023
BAC Attendees: Alan Barrett, Chris Chapman, Sarah Deutsch, Sajid Rahman (Chair), and Katrina Sataki.
Other Board Member Attendees: Avri Doria
ICANN Organization Attendees: Xavier Calvez (SVP, Planning and Chief Financial Officer), Franco Carrasco (Board Operations Specialist), Elizabeth Le (Associate General Counsel), Becky Nash (VP of Planning), Brett Peterson (Director Accounting), Shani Quidwai (Sr. Director Finance), and Amy Stathos (Deputy General Counsel)
Invited Guest: BAC Independent Adviser, Ruth McHugh
The following is a summary of discussions, actions taken and actions identified:
Introduction of Independent Adviser – The Committee was introduced to its new Independent Adviser, Ruth McHugh.
- Review of Workplan – The BAC reviewed its workplan for the year, which is on target. The Committee noted that the presentation from ICANN's independent external audit firm, previously scheduled for today, has been rescheduled for the next BAC meeting.
Executive Interview Sessions - The BAC discussed the purpose, strategic usefulness, and cadence of Executive interview sessions with the Committee. The Committee asked ICANN to provide the BAC with additional information regarding the process of identifying and scheduling Executives for interviews.
- Action – ICANN org to prepare materials documenting the process of identifying and scheduling Executives for interviews for BAC consideration.
Discussion re Timing and Duration of Audit Firm Engagement – The Committee engaged in a discussion regarding the timing of audit firm selection. The Committee agreed that the firm selection process should occur earlier within the year, approximately four to five months before the end of the fiscal year. The Committee also discussed the duration of audit firm engagement. The Committee asked ICANN org to prepare a report for the BAC's consideration whether ICANN can/should contract with the Audit Firm for more than one year at a time, with option for termination. The proposal should identify tools on how to evaluate the audit firm, particularly if the contract is for more than a year.
- Action – ICANN org to prepare proposal of recommended engagement term for audit firms and tools to evaluate the audit if engaged for more longer than the proposed period for BAC consideration.
Discussion re Internal Audit Team – The Committee discussed whether an internal audit team should be created and if so, how the team would be structured. The BAC asked ICANN org to work with the Independent Adviser to further research this project and to provide the Committee with an update at its next meeting, which is currently anticipated to occur in July 2023.
Action – ICANN org to work with the Independent Adviser to further research project and to provide the BAC with an update at the next Committee meeting.
- Status of IRS Form 990 – The Committee received an update on the status of the IRS Form 990 review, which is moving forward smoothly.