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Board Finance Committee (BFC) Meeting Minutes 19 May 2011

BFC Attendees: Rajasekhar Ramaraj – Chair; Sébastien Bachollet; Cherine Chalaby, Gonzalo Navarro (Observer) and George Sadowsky

Other Board Attendees: Rod Beckstrom – President and CEO, Steve Crocker, Bertrand de la Chapelle, and Bruce Tonkin

Invited Attendee: Chris Disspain

Staff Members Present: Akram Atallah – Chief Operating Officer; John Jeffrey – General Counsel; Elise Gerich – Senior Vice President, IANA; Kurt Pritz – Senior Vice President, Stakeholder Relations; Juan Ojeda; Diane Schroeder, and Amy Stathos.

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

  1. Minutes – The BFC noted that further review of the minutes of the prior meeting was required and that members were to review and provide online approval as soon as possible.

    • Action:

      • BFC members to provide online approval of minutes after review.

  2. FY12 Operating Plan and Budget – Staff briefed the BFC on the FY12 Operating Plan and Budget recently posted for public comment. Staff highlighted the removal of an activity, the RPKI initiative, for which the Board had not yet provided approval, as well as a review to reduce expenses in travel and professional services, which resulted in a budget balanced to resources. The BFC noted a disagreement among BFC members in proposing a budget anticipating a short-term deficit in order fund ICANN activities, as opposed to always running a budget within expected revenue to fund core operations, with the availability of contingency funds for extraordinary expenses. The BFC also discussed the anticipated change in capital expenditures anticipated for FY12, due in part in anticipated expenditures in building out new office space in the event ICANN needs to relocate the Marina del Rey headquarters upon the expiration of the current lease. The BFC discussed the inclusion of a separate budget for the new gTLD program, to allow for demonstration of the ICANN budget with and without the launch of the program. Staff also highlighted the inclusion in the FY12 budget allocation for specific SO and AC requested activities.

  3. ATRT Budget – The BFC discussed the estimated budget for implementation of the ATRT recommendations. The BFC commented that finalization of certain implementation activities, such as a proposed Board-GAC retreat, required further Board discussion and decision that may impact the actual final budgeted total.

    • Action:

      • BFC to recommend staff’s budgeted total as a broad estimate for Board approval acknowledging that the final budget would be subject to further Board discussion necessary to finalize individual ATRT implementation actions.

  4. Form 990 – Staff briefly updated the BFC on the filing and posting of the Form 990.

    • Action:

      • Staff to provide BFC with information on how the reported percentage of time Board members spend on ICANN matters is reached.

      • Staff to circulate link to publicly posted Form 990.

  5. Investment Manager for Reserve Fund – Staff updated the BFC on the status of staff evaluation of candidates responding to the RFI for the management of the reserve fund. Staff advised that a preferred candidate firm has been identified and will meet with the CEO. Following completion of the interview process, staff will present the selected Investment Management firm to BFC at the Singapore meeting and schedule a presentation by the investment managers as soon as possible.

    • Action:

      • Staff to present the selected Investment Management firm to BFC at the Singapore meeting and schedule a presentation by the investment managers as soon as possible.

  6. Reserve Fund Policy – BFC briefly discussed the reserve fund cap policy.

    • Action:

      • Staff to provide the BFC with a report regarding options for the reserve fund policy.

  7. Excess Funds Generated through the New gTLD Program – The BFC discussed the need to gain an early understanding of potential options for the handling of excess funds from the new gTLD program to be prepared for this potential issue. The BFC acknowledged the need to review prior community inputs on this as well as recommendations for best practices, to be provided to the as input to the BFC on this matter for initial discussion.

    • Action:

      • Staff to compile past community input on the handling of excess funds and obtain information on best practices, to provide to the BFC for initial discussion in Singapore.