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Board Activities and Meetings

View records of actions and decisions made by the ICANN Board from recent activities and meetings.

Minutes | Board Audit Committee (AC) Meeting 1 February 2017

Published on 05 May 2017

AC Attendees: Steve Crocker, Ron da Silva, Chris Disspain, Mike Silber (Chair), and Lousewies Van der Laan

Other Board Member Attendees: Rinalia Abdul Rahim, Maarten Botterman, Rafael Lito Ibarra, Khaled Koubba, Akinori Maemura, and George Sadowsky

ICANN Executives and Staff Attendees: Xavier Calvez (Chief Financial Officer), Samantha Eisner (Deputy General Counsel), Liz Le (Senior Counsel), Becky Nash (VP, Finance), Lisa Saulino (Board Operations Sr. Coordinator), and Cherrie Teves (Controller)

Invited Guests: Representatives from independent audit firm BDO, and Gary Rolfes – independent advisor to the Audit Committee

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

  1. Audit Committee Work Plan – The AC reviewed its FY17 work plan which is currently on track.

  2. Auditor's Presentation of FY17 Audit Planning Process – BDO presented an overview of: (i) the overall audit strategy; (ii) the audit timeline; and (iii) the required communications. The primary areas of focus in the audit strategy, which are consistent with standard audit procedures and areas of focus, will include fraud risk, internal control over financial reporting, revenue recognition, accounts receivable and allowances, investments, software capitalization costs, net asset classification, expenses, and evaluation of related party relationships and transactions, and other matters, including significant unusual transactions.

  3. Status Update of PTI Independent Audit – The AC received a status update on the PTI independent audit. PTI is an affiliate of ICANN and will function as a separate legal entity that requires the performance of its own independent audit. The PTI Audit Committee, which is comprised of three members, Lisa Fuhr (chair), Jonathan Robinson and Akram Atallah, is scheduled to meet over the next couple of weeks to discuss the ICANN's recommendation to engage BDO as its independent auditor. The AC discussed whether the PTI FY17 independent audit should be conducted by the same firm that will be conducting the ICANN FY17 independent audit. After consideration, the AC agreed that from an operational standpoint, it may be more beneficial to use the same auditor for PTI as ICANN, since the auditor will be required to have a good understanding of each audit while performing the other.

  4. Recommendation for Renewal of BDO as ICANN's Independent Auditors for the FY17 Audit – The AC discussed whether to retain BDO as ICANN's independent auditor for the FY17 audit. ICANN has engaged BDO for the past three years and believes the audits are conducted with knowledge, experience and quality. The AC agreed to recommend to the Board that BDO be selected as ICANN's independent auditor. Simultaneously, the AC noted that it has begun conversations about how and when to possibly change auditors or partners. ICANN intends to change partners after five years to maintain best practices. The AC also noted that it will, from time to time, assess whether audit fees are in line with fees in the market.

    • Actions:

      • Board paper for approval of BDO as Audit firm for FY17 Audit to be sent to Board for approval.

      • The ICANN Organization, in consultation with the independent financial advisor, to develop a proposal regarding the rotation of auditors or partners, possibly to be included in the Audit Committee Charter.