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Minutes – Audit Committee (AC) Meeting 24 August 2010

AC Attendees: Rita Rodin Johnston – Chair; Harald Alvestrand, Steve Crocker, and Dennis Jennings

Staff Attendees: John Jeffrey – General Counsel and Secretary; Kevin Wilson – Chief Financial Officer; Samantha Eisner, Diane Schroeder, and Amy Stathos

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

  1. Reviewed and approved minutes from previous AC meeting.
  2. Discussed the proposed call for expressions of interest (“EOI”)for an independent external advisor to provide financial expertise, as needed, to the AC, including the extent of qualifications and ideas for dissemination of the call for EOIs. The AC agreed upon language for proposed call for EOIs and that the AC would provide an advisory to the full Board on this topic.
    • Actions:
      • Staff to finalize language for call for EOIs in line with AC comments.
      • Staff to draft cover memo explaining background on and introducing the role of an independent external advisor to provide financial expertise to the AC, for AC Chair review prior to circulation to the Board.
  3. Received update from staff on preparations for the independent audit of ICANN’s financial statements, and the planning to release the financial statements along with a blog posting regarding the financial statements.
    • Actions:
      • Upon completion, staff to circulate financial statements to AC for review.
      • Staff to organize AC meeting in sufficient time prior to publication to enable the AC to review and approve the publication of the financial statements.
  4. Received an update from staff regarding the new Controller who joined the organization since the prior AC meeting, as well as the completion of the engagement of a firm to perform the internal audit function, including the status of work on designated projects and anticipated delivery of reports to the AC. Also received an update on the status of the migration to a new financial reporting system, as well as updated internal procedures regarding internal controls.
    • Action:
      • Staff to provide report to the AC, and provide a copy to the Board Finance Committee, regarding the planned migration of the financial reporting system, including rationale for the selection of the identified system.