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Board Finance Committee (BFC) Minutes 24 October 2009

BFC attendees: Rajasekhar Ramaraj – Chair, Raimundo Beca, Steve Crocker, Dennis Jennings, and Bruce Tonkin (observer)

Other Board Member Attendees: Rod Beckstrom - CEO, Peter Dengate Thrush – Board Chair

Other Invited members: Gonzalo Navarro, George Sadowsky, and Jonne Soininen

Staff Members Present: Doug Brent - COO, John Jeffrey – General Counsel, Samantha Eisner, Amy Stathos and Kevin Wilson - CFO

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

  1. Received a presentation from staff on the year in review of BFC activities including analysis and recommendation of budget line items for Board approvals, impact analyses of the new gTLD program, development of policies to improve controls at ICANN, review and update of the ICANN Investment Policy, and enhancing financial reporting to improve accountability and transparency.
  2. Discussed BFC plans for next year, with focus on revenue strategy, reserve fund size, reserve fund management, financial risks management strategy, FY11 budget development, and accountability and transparency enhancements.
    • Actions:
      • Schedule revenue strategy and reserve fund strategy sessions at first Board workshop in 2010.
      • Staff to facilitate routine approvals to be made through online tools and use of BFC annual project plan to schedule projects.
  3. Received update on FY09 Financial Results and FY10 Budget, noting the strong position at the end of FY09, and the potential additional budget pressures facing the organization that were not anticipated when the FY10 budget was adopted, including expenses relating to the organizational review work required through the Affirmation of Commitments.
    • Action:
      • Staff to prepare for and schedule special BFC meeting before end of calendar year to address possible changes to the FY10 budget.
  4. Received an update of the project plan for the preparation of the new Form 990 and presentation to Board.
    • Action:
      • Staff to continue preparation, and prepare for Board training on the new Form 990 at meeting in Nairobi.
  5. Received an update on the development of a cost accounting framework.
    • Actions:
      • Staff to develop paper, reflecting principles in framework, for BFC and Audit committee review in Nairobi.
  6. Received staff update on insurance program, including the recent renewal of insurance policies. Noted selection of a new insurance broker to assist in meeting ICANN’s future international business requirements including the coordination with the Enterprise Risk Management efforts.
  7. Received an update from staff on the status of the Board Expense Guidelines and Procurement Guidelines.
    • Actions:
      • BFC to review the revised Board Expense Guidelines and provide comments; staff to present updated draft to the BFC for consideration prior to recommendation to the Board.
      • Staff to complete draft of Procurement Guidelines for ICANN and present to BFC for January BFC meeting.
  8. Received staff update on the forthcoming posting of the Audited Financial Statements and a report of expenses paid to Board members, as required by the Bylaws.
    • Action:
      • Staff to revise report on other expenses to provide additional clarification prior to posting.
  9. Received a preliminary report on budget line items that BFC recommended to Board for approval since the disbursement policy was adopted in February 2008.
    • Action:
      • Staff to refine reporting and suggest processes for addressing negative budget versus actual variances.
  10. Reviewed BFC Annual Project List and proposed calendar of meetings.
    • Action:
      • BFC members to send thoughts on project list by email.