Board Finance Committee (BFC) Minutes 20 June 2009

Committee members present: Raimundo Beca, Steve Crocker, Dennis Jennings , Rajasekhar Ramaraj – chair, and Bruce Tonkin

Other Board members present: Peter Dengate Thrush

Staff members present: Doug Brent, Samantha Eisner, John Jeffrey, Kurt Pritz, Diane Schroeder, Amy Stathos and Kevin Wilson

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

  • Unanimously approved minutes from previous meeting.
  • Discussed BFC’s public report to the community at the Sydney meeting. Action: Staff to revise report to address BFC member comments, and submit for posting.
  • Reviewed FY10 Operating Plan and Budget. Received report from staff on the status of community calls and consultations, the posting of the Expense Area Group (EAG) reporting, for public comment, posting of travel support guidelines and the general request for more reporting. Discussed community travel questions and finance outreach regarding the same. Discussed the change in fees for those registrars who adopt the new RAA and the impact to budget, and discussed contribution from ccTLDs as compared to gTLDs. The IDN ccTLD cost analysis paper was posted for public comment as part of the Fast Track series of papers. The BFC unanimously approved recommending that the Board approve the FY10 Operating Plan and Budget. Action: Staff to provide the BFC a schedule of reports to constituencies at Sydney meeting; Staff to provide the BFC information on variance from FY09 actuals and budget and information on FY10 budget forecast.
  • Discussed potential conflicts of interest disclosure practices for Board members and that where a committee member may have a conflict, the Board Governance Committee has recommended that the interested director not be allowed to participate in deliberations unless specifically invited to do so. The chair acknowledged that the BFC invites non-voting observers to attend and participate in discussions for the purpose of adding insight and relevant experiences even where a conflict is identified and recognized.
  • Received update on Investment Policy review indicating initial results show policy is sound, though may require some minor adjustments in definitions and clarification of roles. Action: Staff to make suggested revisions for BFC review at the next meeting, along with the completed study. The BFC agreed that a Board resolution might be appropriate stating that the Board will wait to make any decisions on moving additional capital to the reserve fund until the BFC has time to review the report in detail.
  • Discussed the timeline for the forthcoming IRS Form 990 for fiscal year ending 30 June 2009, the training and communication piece required for the Board, and plans allowing adequate time for Board review prior to posting and filing with the IRS.
  • Discussed drafting and formation of procurement policy to address all contracts entered into by ICANN, and the possibility of creating an internal audit function. Action: Staff to review, analyze and report on the creation of a separate bank account for new gTLD program funds; Staff to complete procurement policy and refine cost-accounting methodology prior to reviewing feasibility of internal audit function creation, and raise the same with the Audit committee.
  • Discussed creation of more formalized reporting process, including projected outcomes through end of current year, and projections for the following year. Action: Staff to work through and present reporting procedures to BFC; Staff to try to create work plan for routine activities of the BFC as well as special projects.