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Minutes – Board Audit Committee (AC) Meeting 26 January 2010

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

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

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

  1. Reviewed the minutes from the prior AC meeting, and all voting members in attendance approved the minutes.
  2. Reviewed the status of the AC project plan and future meeting planning.
    • Actions:
      • Staff to schedule AC meeting in February.
      • AC to review project and meetings plan in preparation for discussion at AC meeting in February.
  3. Received update from staff on the engagement of the Independent Audit firm and proposal to rotate lead audit partner in conformity with AC best practices. AC noted satisfaction with staff recommendation.
    • Action:
      • Staff to work with independent auditor to conclude an engagement letter and queue it up for review and approval at AC meeting in Nairobi.
  4. Received update from staff on AC Best Practice materials and checklist to guide future AC meetings.
    • Action:
      • AC to review the AC Best Practice materials provided by staff in preparation for discussion at AC meeting in February
  5. Received update from staff on internal audit function, and discussed the steps needed to properly define the internal audit function role and reporting chain.
    • Actions:
      • Staff to define expectations and reporting structure of internal audit function. Staff to provide AC with materials in February to facilitate discussion at AC meeting in Nairobi.
      • Staff to provide AC with analysis of internal audit function proposals received and provide AC with recommendation to proceed.
      • Staff to coordinate further discussions between AC and Board Risk Committee to confirm proper division of oversight of risks within the organization.
  6. Received staff update on the drafting of the Cost Accounting Guidelines and Procurement Guidelines.
    • Action:
      • AC to review draft cost accounting and procurement guidelines and provide comments by early February in preparation for discussion at AC meeting in February.
      • Staff to set up joint efforts with Board Finance Committee and Audit Committee in regards to discussing comments of the procurement and cost accounting guidelines.
  7. Received staff update on the status of the preparation of the Form 990 and proposed training of the Board on Board member responsibilities imposed in the updated Form 990.
    • Action:
      • Staff to work to provide proposed Form 990 to the Board in advance of Board training in Nairobi.
  8. Received staff update on oversight and identification of internal controls related to retirement plan.
    • Action:
      • Staff to continue to provide AC with updates on review of internal controls.