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Minutes – Board Audit Committee (AC) Meeting

AC Attendees: Rita Rodin Johnston – Chair; Harald Alvestrand, Steve Crocker, and Dennis Jennings

Staff Attendees: Doug Brent – Chief Operating Officer; John Jeffrey – General Counsel and Secretary; Kevin Wilson – Chief Financial Officer; Samantha Eisner, Diane Schroeder , and Amy Stathos

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

  1. Reviewed the minutes from the prior AC meeting, and all voting members in attendance approved the minutes.
  2. Reviewed the status of the AC project plan and future meeting planning.
    • Actions:
      • Staff to schedule AC meeting in February.
      • AC to review project and meetings plan in preparation for discussion at AC meeting in February.
  3. Received update from staff on the engagement of the Independent Audit firm and proposal to rotate lead audit partner in conformity with AC best practices. AC noted satisfaction with staff recommendation.
    • Action:
      • Staff to work with independent auditor to conclude an engagement letter and queue it up for review and approval at AC meeting in Nairobi.
  4. Received update from staff on AC Best Practice materials and checklist to guide future AC meetings.
    • Action:
      • AC to review the AC Best Practice materials provided by staff in preparation for discussion at AC meeting in February
  5. Received update from staff on internal audit function, and discussed the steps needed to properly define the internal audit function role and reporting chain.
    • Actions:
      • Staff to define expectations and reporting structure of internal audit function. Staff to provide AC with materials in February to facilitate discussion at AC meeting in Nairobi.
      • Staff to provide AC with analysis of internal audit function proposals received and provide AC with recommendation to proceed.
      • Staff to coordinate further discussions between AC and Board Risk Committee to confirm proper division of oversight of risks within the organization.
  6. Received staff update on the drafting of the Cost Accounting Guidelines and Procurement Guidelines.
    • Action:
      • AC to review draft cost accounting and procurement guidelines and provide comments by early February in preparation for discussion at AC meeting in February.
      • Staff to set up joint efforts with Board Finance Committee and Audit Committee in regards to discussing comments of the procurement and cost accounting guidelines.
  7. Received staff update on the status of the preparation of the Form 990 and proposed training of the Board on Board member responsibilities imposed in the updated Form 990.
    • Action:
      • Staff to work to provide proposed Form 990 to the Board in advance of Board training in Nairobi.
  8. Received staff update on oversight and identification of internal controls related to retirement plan.
    • Action:
      • Staff to continue to provide AC with updates on review of internal controls.
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."