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Minutes | Board Finance Committee (BFC) Meeting

Published 4 March 2016

BFC Attendees: Cherine Chalaby (Co-Chair), Ron da Silva, Chris Disspain, Asha Hemrajani (Co-Chair), Markus Kummer and George Sadowsky

Other Board Member Attendees: Rinalia Abdul Rahim, Fadi Chehadé and Rafael Lito Ibarra

ICANN Executive and Staff member Attendees: Susanna Bennett (Chief Operating Officer), Megan Bishop (Board Operations Coordinator), Xavier Calvez (Chief Financial Officer), Samantha Eisner (Associate General Counsel), Becky Nash (Vice President of Finance), Taryn Presley (Sr. Manager, FP&A), Amy Stathos (Deputy General Counsel), Theresa Swinehart (Senior Vice President, Multistakeholder Strategy and Strategic Initiatives), and Cherrie Teves (Controller)

Invited Attendees: Representatives from State Street Global Advisors (reserve fund investment manager), and Bridgebay (investment advisor)

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

  1. BFC Schedule – The BFC reviewed the FY16 schedule, and noted that it includes development and review of the FY17 Operating Plan and Budget with the community. The BFC further noted that, as set forth in the schedule, staff will be posting a draft budget on 5 March, the BFC will be receiving the summary of the public comment period in June, and potential changes to the draft budget may be incorporated in an updated budget, which will then be recommended to the Board for approval.

  2. Financials – The BFC reviewed the FY16 Budget, which is showing total revenue of US$162.9 million for the year, total operating expenses of US$154.1 million, and a change in net assets of US$8.8 million. The operating fund decreased by US$2 million during the second quarter of FY16 due to payment of independent legal counsel invoices, costs advanced for the New gTLD Program (to be reimbursed), incoming transfer from the reserve fund, and net cash impact of operations. The reserve fund decreased by US$7.2 million in the second quarter of FY16 as a result of the transfer to the operating fund for the stewardship transition costs incurred during the period of January to June 2015. The new gTLD funds decreased by US$1 million in the second quarter of FY16 due to net disbursements for evaluation expenses.

  3. Minutes – The BFC approved the Minutes from the 17 October 2015 BFC Meeting.

  4. Reserve Fund: Annual Investment Performance Review – Staff explained that State Street Global Advisors (SSGA) has been the investment fund manager for the reserve fund since 2011. Representatives from SSGA provided an overview of the portfolio and explained that the objective of the tactical asset allocation approach (implemented in December 2015) is to add .5 to 1 percent of outperformance in a very risk-controlled fashion. The BFC requested input regarding expected market performance and investment options. SSGA noted that the reserve fund is in a well-balanced, well-diversified portfolio. Following the presentation, the BFC discussed some concerns that were raised about certain aspects of the presentation.

    • Action:

      • Staff to provide the BFC with quarterly updates regarding the performance of the portfolio, and determine participation of SSGA in the quarterly updates.

  5. Investment Policy: Update Review – BFC Co-Chair explained that Bridgebay Advisors advises ICANN staff regarding the investment policy, and then staff recommends changes to the Board. A representative from Bridgebay provided an overview of the current investment policy and explained recommendations for updating the policy, which include modifications to the language of the policy as well as incorporating the tactical asset allocation approach. Staff further explained that the tactical asset allocation approach allows the investment manager SSGA to have a short term, cautious approach in investments and more flexibility in the investments to be able to avoid, when possible, the equities' volatility and potential negative impact. After discussion, the BFC agreed to recommend that the Board adopt the proposed changes to the investment policy.

  6. USG Stewardship Transition – FY16 Expenses and Funding – The BFC discussed the transition project costs already incurred in December through January of FY16, the fact that the costs (both incurred and anticipated) exceed the budgeted amount, and possible approaches to estimating and managing costs on a go-forward basis. The BFC further discussed and noted that members of the Board are scheduled to meet with the Chairs of the SOs and the ACs to discuss the over-budget expenditures to date, the estimated costs for the remainder of FY16, and potential mechanisms to manage those costs. The BFC agreed to recommend that the Board approve an interim budget of an additional US$4.5 million to cover the costs incurred and to be incurred from December 2015 through the ICANN55 meeting. The BFC also agreed to recommend to the Board that control mechanisms should be defined and implemented, methods for replenishment of the reserve fund need to be developed, and a cost estimate for the CCWG proposal workstream number 2 needs to be established.

    • Action:

      • Members of the Board to meet with the Chairs of the SOs and ACs to discuss the over-budget expenditures to date, the estimated costs for the remainder of FY16, and potential mechanisms to manage those costs.
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