Minutes – Board Audit Committee (AC) Meeting 25 October 2009

AC Attendees: Rita Rodin Johnston (Chair), Harald Alvestrand, and Steve Crocker

Other Board Member Attendees: Dennis Jennings

Invited attendees: Jay Azar – Partner, Moss Adams; Melissa Harman – Senior Manager, Moss Adams

Staff Attendees: Doug Brent – COO, John Jeffrey – General Counsel, Kevin Wilson – CFO; Samantha Eisner, Diane Schroeder, Amy Stathos

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

  1. Received a presentation from staff and the independent auditor on the Audit Report and Financial Statements for FY09 and FY08. Acknowledged that results for FY09 were consistent with the FY09 approved Operating Plan. The auditors reported that ICANN received an unqualified (clean) opinion and further discussed audit results with committee. The AC also had a brief discussion regarding the implementation of some best practices, and requested follow-up advice from the auditors.

    The Audited Financial Statements will be posted on ICANN’s website by 28 October 2009 in accordance with ICANN’s Bylaws. The AC also discussed Board member reported contractual relationships, that, although not required disclosures per GAAP, will be posted in a separate report on ICANN’s website in response to a continuing desire for accountability and transparency.

    • Actions:
      • Staff to provide a briefing to the AC on Director and senior staff conflict of interest statements.
      • Staff to draft presentation on audit results for Board.
      • Staff to provide written record of auditor follow-up items and proposed methods to address such items.
  2. Received an update on plans for briefing the AC on the new Form 990.

    • Action:
      • Staff will deliver and schedule training/education opportunities for the Board to be held during the Nairobi International Public Meeting.
  3. Received a staff update on the renewal of ICANN’s insurance and selection of a new insurance broker.

  4. As requested by AC Chair after Audit Best Practices session, briefly discussed the possibility of implementing an Internal Audit function.
    • Action:
      • Staff to coordinate with the CEO on potential creation of internal function and provide a comprehensive briefing to the AC at its next meeting on proposed scope and responsibilities of position.

  5. AC Chair requested scheduling meeting before Nairobi to receive staff reports on new auditor selection, cost accounting guidelines, accounting controls, audit committee best practices, and the annual audit committee plan. AC Chair requested final proposal for cost accounting guidelines by next meeting.
    • Action:
      • Staff to coordinate schedule and support for meeting.