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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; Diane Schroeder , and Amy Stathos

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

  1. Internal Audit Function: Discussed the recommended process for instituting an internal audit function and fact that there are no accounting standards to follow, but rather the function is company specific. It was noted that this concept was not driven by any particular issue arising, but rather as a best practice. The model suggested was: (i) engage independent contractors with expertise in internal auditing to be the internal audit firm; (ii) the AC would agree on initial limited topics to audit, but also allow for on-call projects as the AC may request; (iii) senior management would direct and support the work; (iv) the internal audit firm would complete the work assignment; and (v) the internal audit firm would report results directly to the Audit Committee. The AC approved the engagement of the staff recommend internal audit firm.
    • Actions:
      • Staff to engage internal audit firm.
      • Staff to start internal audit firm on a specific set of topics agreed by AC.
      • Staff to notify Board chair that AC chair would like to make brief presentation to Board on engagement of internal audit firm.
      • Staff to assist AC chair in preparing brief slides for presentation to Board.
      • Staff to try to set brief call with internal audit firm for AC while in Brussels.
  2. Best Practices: Discussed the AC Best Practice materials revised by staff. Noted that this is an amalgamation of prior version and committee member comments.
    • Actions:
      • Staff to send a redline showing changes from latest version
      • Committee members to review and be prepared to approve in Brussels.
  3. Project Plan and Calendar: Briefly reviewed and discussed project plan and calendar. Discussed that it includes new items and all of the best practices information as well.
    • Actions:
      • Staff to further revise to reflect discussion with AC chair.
      • Committee members to send comments to staff for inclusion in revised calendar and project plan.
      • Discussed that first individual meeting with COO will happen in Brussels whether during the AC meeting or at another time convenient for all members.
  4. Brussels Agenda: Discussed the agenda items for the Brussels meeting, including kick-off meeting with independent auditors, review and approval of revised audit committee charter, review and approval of AC best practices document, review and approval of revised procurement guidelines, plan for engaging outside financial expertise for AC, staff report on testing of Whistleblower hotline reporting mechanism, staff regular report on internal controls, counsel report on separation requirements for AC and Board Finance Committee members, and one-on-one meeting with COO.
    • Actions:
      • Staff to send redline of procurement guidelines for committee review, and thereby removal from the Brussels agenda.
      • Staff to develop “consent” agenda with all items that the committee simply needs to review and approve and distribute those materials via email.
      • Staff to prepare regular meeting materials and distribute in advance of 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"""" is not an IDN."