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Minutes | Board Audit Committee (BAC) Meeting 13 February 2019

BAC Attendees: Sarah Deutsch (Chair), Chris Disspain, Avri Doria, Akinori Maemura, and Nigel Roberts

ICANN Executives and Staff Attendees: Xavier Calvez (SVP & Chief Financial Officer), Aaron Jimenez (Board Operations Senior Coordinator) Becky Nash (VP, Finance), Wendy Profit (Senior Manager, Board Operations) Lisa Saulino (Board Operations Senior Coordinator) and Amy Stathos (Deputy General Counsel)


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

  1. Committee Workplan – The Committee received an update on the workplan and the activities between now and the Annual Meeting.

  2. Independent Auditor – The Committee discussed the selection of the independent auditor for FY19. ICANN org provided report regarding best practices relating to rotating audit partners as well as audit firms. The Committee discussed that firms that audit publicly traded companies in the U.S. are required to rotate audit partners every five years, which can be accomplished by either a new partner leading the audit, or changing audit firms. While non-profit organizations have no similar audit partner rotation requirement, ICANN evaluates applying best practices at any opportunity and recommends rotating the audit partner every five years at a minimum. The Committee also discussed timing regarding potential audit firm rotation which the Committee will consider in the future. The Committee recommended that the Board select BDO, LLP and its affiliates, to be the organization's audit firm, recognizing that BDO has already introduced the new audit partner given that the last partner was on the ICANN account for five years. The Committee also noted that BDO also performs the audit of ICANN's Singapore branch office as is statutorily required in Singapore.

    • Action: ICANN organization to finalize Board paper for upcoming Board meeting.

  3. Committee Charter Review – ICANN org presented a background on the development and scope of the Audit Committee charter, which is limited to oversight of independent financial audit each year. The responsibilities include a recommendation to the Board of selection of auditors; reviewing the audited financial statements and receiving reports from auditors, forwarding results of audit to the Board and overseeing internal financial and accounting controls. The committee discussed whether there was any need for revisions to the charter and none were suggested at this time.

  4. Update on Volunteer Independent Financial Advisor to Committee – As the Committee previously discussed, the Committee agreed to engage a new independent financial advisor to the committee as a best practice, and in particular given that the former advisor is now working with PTI. The organization reported that the call for expressions of interest has just been posted and the goal is to have a decision and selection by the Committee by end of May 2019.

    • Action: ICANN org to gather applications, narrow the field, interview candidates and then make recommendations to the Committee.

Published on 26 March 2019