Minutes | Board Audit Committee (AC) Meeting
BAC Attendees: Sarah Deutsch, Akinori Maemura and Lousewies van der Laan (Chair).
BAC Member Apologies: Mike Silber.
Other Board Member Attendees: Cherine Chalaby and Avri Doria.
ICANN Organization Attendees: Xavier Calvez (Chief Financial Officer), Becky Nash (VP, Finance), John Jeffrey (General Counsel & Secretary), and Amy Stathos (Deputy General Counsel).
The following is a summary of discussions, actions taken and actions identified:
Recommendation for the Renewal of Independent Auditors – The BAC was presented with the recommendation to approve its current audit firm as ICANN's independent auditors for the FY18 audit. The current firm has been engaged as ICANN's independent auditor firm since FY14. The FY18 proposed audit work includes the ICANN consolidated financial statements, which includes Public Technical Identifiers costs. The Committee discussed the benefits of re-engaging the same firm for the FY18 audit. Specifically, the BAC discussed that the current firm is knowledgeable of PTI as they were the auditor firm last year for the independent audit and also for the consolidated results. The current firm is also very knowledgeable of the New gTLD Program. The BAC noted that having the current auditor firm for FY18 with the knowledge of the environment, the transactions, does improve the quality of the audit and minimize any risk. In addition, it does result in a more efficient audit process given their knowledge and experience. After discussion, the BAC agreed to recommend to the Board to authorize the President and CEO to take all steps necessary to engage the current audit firm as ICANN's annual independent auditor for the FY18 audit. The BAC engaged in a discussion regarding best practices in the selection of independent auditors. The Committee agreed that a paper should be developed after ICANN61 for the Board to look at the different options, changing firms, changing partner within the same firm or not changing for the future audits.
- ICANN organization to prepare the relevant materials for Board consideration.
- ICANN organization to develop a paper after ICANN61 for the Board to look at the different options, changing firms, changing partner within the same firm or not changing for the future audits.
- Executive Interviews – The BAC agreed to that it would as a best practice it should to continue holding executive interviews, without other staff present, to allow the BAC to get direct input from ICANN organization executives on any issues they might have. The interviews allow executives to speak to the BAC about any topic in a less formal and unscripted manner. The BAC agreed to schedule the interviews at upcoming ICANN Public meetings. The Committee discussed that they should re-evaluate whether the right people are being interviewed, whether others should be interviewed, and the order of the interview sessions.
- AOB – The BAC discussed the agenda for its meeting during ICANN61.
Published on 26 April 2018