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Audit Committee (AC) Meeting Minutes 1 February 2013

AC Attendees: Erika Mann - Chair; Bill Graham; Olga Madruga-Forti, Gonzalo Navarro and Judith Duavit Vazquez

Other Board Attendees: Steve Crocker

Staff Attendees: Akram Atallah – Chief Operating Officer; Xavier Calvez – Chief Financial Officer; John Jeffrey – General Counsel and Secretary; Megan Bishop, Michelle Bright, Samantha Eisner, Ken Redhead, Diane Schroeder, and Amy Stathos

  1. Update for New Board Member:  The AC provided a review of its recent work, beginning with a review of the AC Charter, discussing the AC's work with the independent auditor, and identifying the recent topics that have been under consideration by the committee. The recent topics include developing a robust internal control framework, as well as the development of a referential matrix to use a tool for discussing financial reporting. The AC has also discussed the rotation of auditors, issues of how to disclose the New gTLD Program in the financial statements, as well as the development of a revenue and expense recognition policy. The AC has also addressed issues related to the reserve fund level, though it is not a primary AC duty. The AC discussed the International Financial Reporting Standards (IFRS) that, though not directly applicable to ICANN, are being considered as a referential model for developing financial reporting efforts.
    • Action::
      • Staff to keep the AC updated on it work in analyzing the IFRS, and how they might differ or be inconsistent from how and what ICANN must report.
  2. Plan for Independent Audit for FY13: The AC agreed to recommend that the Board authorize staff to engage Moss Adams as the independent auditor to perform the FY13 audit.
    • Action::
      • Staff to forward recommendation to the Board.
  3. Executive Session: The AC convened an executive session with ICANN's new Controller without additional staff present.