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Minutes – Board Audit Committee (AC) Meeting

AC Attendees: Rita Rodin Johnston (Chair), Harald Alvestrand, and Steve Crocker

Other Board Member Attendees: Dennis Jennings

Invited attendees: Jay Azar – Partner, Moss Adams; Melissa Harman – Senior Manager, Moss Adams

Staff Attendees: Doug Brent – COO, John Jeffrey – General Counsel, Kevin Wilson – CFO; Samantha Eisner, Diane Schroeder, Amy Stathos


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

  1. Received a presentation from staff and the independent auditor on the Audit Report and Financial Statements for FY09 and FY08. Acknowledged that results for FY09 were consistent with the FY09 approved Operating Plan. The auditors reported that ICANN received an unqualified (clean) opinion and further discussed audit results with committee. The AC also had a brief discussion regarding the implementation of some best practices, and requested follow-up advice from the auditors.

    The Audited Financial Statements will be posted on ICANN’s website by 28 October 2009 in accordance with ICANN’s Bylaws. The AC also discussed Board member reported contractual relationships, that, although not required disclosures per GAAP, will be posted in a separate report on ICANN’s website in response to a continuing desire for accountability and transparency.

    • Actions:
      • Staff to provide a briefing to the AC on Director and senior staff conflict of interest statements.
      • Staff to draft presentation on audit results for Board.
      • Staff to provide written record of auditor follow-up items and proposed methods to address such items.
  2. Received an update on plans for briefing the AC on the new Form 990.

    • Action:
      • Staff will deliver and schedule training/education opportunities for the Board to be held during the Nairobi International Public Meeting.
  3. Received a staff update on the renewal of ICANN’s insurance and selection of a new insurance broker.

  4. As requested by AC Chair after Audit Best Practices session, briefly discussed the possibility of implementing an Internal Audit function.
    • Action:
      • Staff to coordinate with the CEO on potential creation of internal function and provide a comprehensive briefing to the AC at its next meeting on proposed scope and responsibilities of position.

  5. AC Chair requested scheduling meeting before Nairobi to receive staff reports on new auditor selection, cost accounting guidelines, accounting controls, audit committee best practices, and the annual audit committee plan. AC Chair requested final proposal for cost accounting guidelines by next meeting.
    • Action:
      • Staff to coordinate schedule and support for meeting.
Domain Name System
Internationalized Domain Name ,IDN,"IDNs are domain names that include characters used in the local representation of languages that are not written with the twenty-six letters of the basic Latin alphabet ""a-z"". An IDN can contain Latin letters with diacritical marks, as required by many European languages, or may consist of characters from non-Latin scripts such as Arabic or Chinese. Many languages also use other types of digits than the European ""0-9"". The basic Latin alphabet together with the European-Arabic digits are, for the purpose of domain names, termed ""ASCII characters"" (ASCII = American Standard Code for Information Interchange). These are also included in the broader range of ""Unicode characters"" that provides the basis for IDNs. The ""hostname rule"" requires that all domain names of the type under consideration here are stored in the DNS using only the ASCII characters listed above, with the one further addition of the hyphen ""-"". The Unicode form of an IDN therefore requires special encoding before it is entered into the DNS. The following terminology is used when distinguishing between these forms: A domain name consists of a series of ""labels"" (separated by ""dots""). The ASCII form of an IDN label is termed an ""A-label"". All operations defined in the DNS protocol use A-labels exclusively. The Unicode form, which a user expects to be displayed, is termed a ""U-label"". The difference may be illustrated with the Hindi word for ""test"" — परीका — appearing here as a U-label would (in the Devanagari script). A special form of ""ASCII compatible encoding"" (abbreviated ACE) is applied to this to produce the corresponding A-label: xn--11b5bs1di. A domain name that only includes ASCII letters, digits, and hyphens is termed an ""LDH label"". Although the definitions of A-labels and LDH-labels overlap, a name consisting exclusively of LDH labels, such as""icann.org"" is not an IDN."