Audit Committee (AC) Meeting Minutes | 15 March 2012

AC Attendees: Erika Mann – Chair; Bill Graham; Gonzalo Navarro and Judith Vazquez

Staff Attendees: Akram Atallah – Chief Operating Officer; Xavier Calvez – Chief Financial Officer; John Jeffrey – General Counsel and Secretary; Samantha Eisner, Amy Stathos and Alina Syunkova


  1. Engagement of Independent Auditor – The AC discussed the need to recommend to the Board the engagement of an Independent Auditor for the FYE June 2012, and agreed to recommend Moss Adams. The AC began a discussion regarding the rotation of audit firms in line with best practices, particularly given the anticipated changes with the New gTLD Program. The AC briefly discussed how the scope of the audit might change given the introduction of the New gTLD Program.

    • Actions:

      • After the New gTLD Program is in operation, AC to discuss how the additional process may affect the AC's work.

      • Staff to forward AC recommendation on the engagement of Independent Auditor to the full Board.

  2. Review of AC Workplan – The AC reviewed the proposed workplan for the AC to allow for all of the required work to proceed, including meetings with the Independent Auditors. The AC also discussed the external, independent financial expert that is available to the AC as the AC deems necessary, as well as the difference between the advisor role and the internal audit function. The AC also discussed the purpose of the annual task of reviewing the AC charter. The AC agreed that it would like to review the AC workplan to determine if any changes are needed based upon the New gTLD Program and understanding the internal controls and processes introduced to address the Program from a financial standpoint. The AC also discussed the expected reporting on internal financial controls and the internal audit function, as well as reporting on the AC's work, including the specific audit reporting requirements applicable to ICANN as a California not-for-profit public benefit corporation.

    • Action:

      • Staff to provide the AC with the materials previously created to define the independent financial expert's role.

      • Staff to coordinate an introductory meeting with the AC and the independent financial expert, as appropriate.

      • Staff to review AC Best Practice materials to provide any recommended updates to the AC, to inform further review of the AC workplan. This review and update should be provided in advance of the Prague meeting.

      • Staff to provide a workplan on internal controls to show what has been done and the expected work to continue.

  3. Executive Sessions – The AC discussed planning for its next executive session with a member of the ICANN Executive Team.

    • Action:

      • Staff to coordinate time for question and answer session.

  4. Board Compensation and Reimbursement Payments – The AC began a discussion of whether a review of existing financial controls regarding the compensation process may fall under the AC purview. The AC agreed that this would be consolidated into the workplan and charter review, if appropriate.

  5. Finance Department Staffing – The CFO reported on the assignment of a staff member to focus specifically on the New gTLD Program accounting requirements and procedures over the next few months.