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Audit Committee (AC) Meeting Minutes

AC Attendees: Erika Mann – Chair; Bill Graham; Gonzalo Navarro and Judith Vazquez

Staff Attendees: Akram Atallah – Chief Operating Officer; Xavier Calvez – Chief Financial Officer; John Jeffrey – General Counsel and Secretary; Samantha Eisner, Amy Stathos and Alina Syunkova


  1. Engagement of Independent Auditor – The AC discussed the need to recommend to the Board the engagement of an Independent Auditor for the FYE June 2012, and agreed to recommend Moss Adams. The AC began a discussion regarding the rotation of audit firms in line with best practices, particularly given the anticipated changes with the New gTLD Program. The AC briefly discussed how the scope of the audit might change given the introduction of the New gTLD Program.

    • Actions:

      • After the New gTLD Program is in operation, AC to discuss how the additional process may affect the AC's work.

      • Staff to forward AC recommendation on the engagement of Independent Auditor to the full Board.

  2. Review of AC Workplan – The AC reviewed the proposed workplan for the AC to allow for all of the required work to proceed, including meetings with the Independent Auditors. The AC also discussed the external, independent financial expert that is available to the AC as the AC deems necessary, as well as the difference between the advisor role and the internal audit function. The AC also discussed the purpose of the annual task of reviewing the AC charter. The AC agreed that it would like to review the AC workplan to determine if any changes are needed based upon the New gTLD Program and understanding the internal controls and processes introduced to address the Program from a financial standpoint. The AC also discussed the expected reporting on internal financial controls and the internal audit function, as well as reporting on the AC's work, including the specific audit reporting requirements applicable to ICANN as a California not-for-profit public benefit corporation.

    • Action:

      • Staff to provide the AC with the materials previously created to define the independent financial expert's role.

      • Staff to coordinate an introductory meeting with the AC and the independent financial expert, as appropriate.

      • Staff to review AC Best Practice materials to provide any recommended updates to the AC, to inform further review of the AC workplan. This review and update should be provided in advance of the Prague meeting.

      • Staff to provide a workplan on internal controls to show what has been done and the expected work to continue.

  3. Executive Sessions – The AC discussed planning for its next executive session with a member of the ICANN Executive Team.

    • Action:

      • Staff to coordinate time for question and answer session.

  4. Board Compensation and Reimbursement Payments – The AC began a discussion of whether a review of existing financial controls regarding the compensation process may fall under the AC purview. The AC agreed that this would be consolidated into the workplan and charter review, if appropriate.

  5. Finance Department Staffing – The CFO reported on the assignment of a staff member to focus specifically on the New gTLD Program accounting requirements and procedures over the next few months.

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."