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Minutes | Board Audit Committee (BAC) Meeting 28 July 2020

BAC Attendees: Sarah Deutsch (Chair), Danko Jevtović, Merike Käo, Akinori Maemura, and Mandla Msimang

BAC Apologies: Avri Doria

ICANN Org Attendees: Xavier Calvez (SVP and Chief Financial Officer), Franco Carrasco (Board Operations Specialist), Vinciane Koenigsfeld (Senior Director, Board Operations), Becky Nash (VP, Planning), Brett Peterson (Director of Accounting), Shani Quidwai (Senior Director of Finance), Jennifer Scott (Senior Counsel), and Amy Stathos (Deputy General Counsel)

Invited Guests: Independent Financial Advisor to the BAC

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

  1. Review of BAC Workplan – The BAC reviewed its Workplan, which is on target.
  2. Review of Auditor Independence – The BAC received and discussed a presentation from ICANN org regarding auditor independence characteristics and requirements. The presentation included the history of ICANN org's audit firms and audit partners and the requirements under United States and European Union laws for changing audit firms and partners in publicly listed, private, and not-for-profit companies. ICANN org explained to the BAC that ICANN org is fully compliant under these laws and aligned with auditor independence best practices.
  3. Review of Process for the Selection of the Fiscal Year 2021 Auditors – The BAC received and discussed a presentation from ICANN org regarding the selection process for the Fiscal Year 2021 (FY21) independent external auditor. The presentation included information on the best practices for audit firm selection and discussion of a possible Request for Proposal (RFP) process if the BAC chooses to use such a process to select ICANN org's FY21 independent external audit firm. The BAC discussed these practices, the proposed timing of an RFP process, the ability to evaluate the existing audit firm through means other than an RFP, the potential that either the incumbent audit firm or a new audit firm could be selected as a result of an RFP process, and the possible negative consequences of selecting a new audit firm at this time. Following discussion, the BAC members agreed that selection of a new audit firm via an RFP process is not recommended at this time, noting that ICANN org will continue to be compliant with both legal audit firm and partner rotation best practices, without conducting an RFP selection process for the FY21 independent audit.
  4. Review of Executive Interview Sessions – The BAC was unable to fully discuss the status of the interviews of ICANN org executives during this meeting.

    • Action: The BAC chair will work with ICANN org and the BAC via email to schedule additional executive interviews.

Published on 14 September 2020