Minutes | Board Finance Committee (BFC) Meeting
BFC Attendees: Cherine Chalaby (Co-Chair), Ron da Silva, Chris Disspain, Asha Hemrajani (Co-Chair), Markus Kummer, and George Sadowsky
Other Board member Attendees: Steve Crocker, Rafael Lito Ibarra, Erika Mann, Bruce Tonkin, Lousewies van der Laan, and Suzanne Woolf
ICANN Organization Attendees: Susanna Bennett (Chief Operating Officer), Xavier Calvez (Chief Financial Officer), Samantha Eisner (Deputy General Counsel), Melissa King (VP, Board Operations), Vinciane Koenigsfeld (Board Operations Content Manager), Becky Nash (VP, Finance), Wendy Profit (Board Operations Specialist), and Amy Stathos (Deputy General Counsel)
Invited Guests: Maarten Botterman, J. Beckwith Burr, and Akinori Maemura
The following is a summary of discussions, actions taken and actions identified:
- Approval of Minutes – The BFC approved the Minutes from its 30 August 2016 meeting.
- BFC Schedule – The BFC reviewed the BFC schedule for the prior FY17 Q1, the current FY17 Q2, and the upcoming FY17 Q3.
- Financials – The BFC reviewed the FY17 Budget, which is showing US$132.4 million in revenue and US$141.3 million in expenses, for a net deficit of US$8.8 million, which correlates to the FY17 budget for expenses related to the IANA Stewardship transition. The BFC then reviewed the actuals for FY17 Q1, and noted that ICANN Operations funding is higher than budgeted by US$3.4 million, which was primarily due to a higher number of registrations than forecasted (resulting in US$2.3 million in Registrar application and accreditation fees). In addition, the FY17 Q1 ICANN Operations expenses are lower than budgeted by US$2.1 million, mainly due to lower personnel costs. The BFC also noted that ICANN total funding (which includes new gTLD funding) for FY17 Q1 is US$137 million higher than budgeted, primarily due to the auction proceeds of US$135 million. The BFC also reviewed the FY17 contingency fund and noted that, of the US$5.0 million reserved for the contingency fund, US$2.9 million has been spent, with US$2.1 million remaining. The BFC discussed and noted that for FY18, it is intended that the contingency fund will be 5% of the ICANN Operations baseline expenses. The BFC further reviewed the four "funds" under management including the new gTLD auction proceeds, the new gTLD funds, the Operating Fund, and the Reserve Fund. As of 30 September 2016, the Reserve Fund was US$64 million, the Operating Fund was US$44 million, the new gTLD funds were US$133 million, and the auction proceeds were US$235 million. The BFC noted that the new gTLD funds are to be used to fund the New gTLD Program expenses and that the use of the auction proceeds would be defined by the ongoing multistakeholder community process. The BFC further discussed the FY17 expenditures related to the IANA Stewardship transition, noting that the Project Cost Support Team (PCST) recommended community budget ownership over costs for the IANA Stewardship transition and that a monthly reporting process for costs versus budget has been set in place. The BFC noted that approximately US$3 million, of the total US$8.8 million annual budget for PCST expenses, has been spent in FY17 Q1. The BFC further noted that a significant portion of these expenditures were due to IANA Stewardship transition implementation activities, which are now largely completed. The BFC also discussed and noted that the PCST expense report will continue to be produced, reviewed, and published on a monthly basis.
- New gTLD Program Fund and Auction Proceeds Fund: Investment Performance Review – The BFC reviewed the investment policy for the new gTLD funds and the auction proceeds, and noted that it is a conservative policy with the following objectives, in order of priority: (i) preservation of capital; (ii) liquidity of investments; and (iii) rate of return. The Chief Financial Officer then provided the BFC with an overview of the investment performance of these funds over the last few years. The BFC noted that for the next performance review, Bridgebay Financial (ICANN's investment advisor) will prepare a consolidated investment performance review based on input from the three fund managers that manage the investments of the new gTLD funds and the auction proceeds.
- Reserve Fund Replenishment – The BFC recalled that during its meeting in Brussels, the BFC noted that the current target level for the Reserve Fund (as per the current Investment Policy) is twelve months of operating costs, and that this means there is a projected shortfall in the Reserve Fund of US$81 million by the end of FY17. The BFC discussed the proposed target level for the Reserve Fund and the rationale for the target level, as well as possible actions for replenishing the Reserve Fund and the need for a governance policy. After further discussion, the BFC decided that next steps include submitting the proposed target level and the underlying rationale, including benchmarks and identified risks, to the Board for review and approval, and then engaging with the community regarding the appropriate target level for the Reserve Fund.
- BFC Chair – The BFC noted that it has been asked to review the feedback provided by the BFC members regarding BFC leadership, and make a recommendation to the BGC. The BFC discussed options regarding BFC leadership and succession planning, and decided on its recommendations to the BGC regarding the BFC Chair and a Vice-Chair position.