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Minutes – Board Audit Committee (AC) Meeting 21 June 2009

AC members present: Harald Alvestrand, Steve Crocker and Rita Rodin Johnston – chair.

Staff Members Present: Doug Brent, Samantha Eisner, John Jeffrey, Diane Schroeder, Amy Stathos, and Kevin Wilson

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

  • Unanimously approved minutes from previous meeting, and discussed use of online approval tool to allow for future minutes to be approved and posted to the public without waiting for the next meeting of the AC. Action: Staff to circulate notes to AC with proposed minutes regarding use of online tool.
  • Discussed public report of committee for presentation at the Sydney meeting. Action: Staff to revise report to address AC member comments and post.
  • Received Staff report on status of audit of financial statements for fiscal year ending 30 June 2009, with anticipated presentation of financial statements and management comments at Seoul meeting.
  • Received Staff update on and discussed process for investigating auditor rotation and engagement of auditor for FY10. Action: Staff to obtain proposals from potential auditors of varying sizes and provide analysis of proposals to AC for evaluation in Seoul.
  • Received Staff update on process for completing new Form 990, including the need for educating Board members on the changes and their obligation relating to the completed Form 990 before filing with the IRS. Discussed the need for staff to clearly identify director obligations, how Staff may assist directors in fulfilling those obligations, and how to instill the best practices for institutional confidence. Action: Staff to identify directors’ obligations in connection with the new Form 990.
  • Discussed ICANN’s public charity status pursuant to the Internal Revenue codes. Action: Prior to Seoul, Staff to provide AC with briefing on basis for public charity determination and potential outcomes if ICANN is not able to maintain this determination.
  • Discussed ability for not-for-profit organization to receive surplus funds.
  • Discussed addition of cost accounting principles to the financial policies and procedures, particularly in light of need to deliver on cost/revenue neutral programs, such as the new gTLD program, and the reality of increased revenue at ICANN. Action: Staff to draft an explanatory document by Seoul regarding the specifics of the process and principles.
  • Discussed AC best practices both for Boards and Management. Action: Staff to provide information on how to integrate suggested best practices into the AC work plan.