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Audit Committee (AC) Meeting Minutes 16 September 2011

AC Attendees: Erika Mann - Chair; Steve Crocker and Gonzalo Navarro

Invited Attendees: Judith Vasquez; two representatives from Independent Audit Firm of Moss Adams

Staff Attendees: Akram Atallah – Chief Operating Officer; Xavier Calvez – Interim Chief Operating Officer; John Jeffrey – General Counsel and Secretary; Samantha Eisner, Juan Ojeda, Diane Schroeder, and Amy Stathos

  1. Review of Prior AC Work – The AC received an overview of prior decisions and the status of the work plan, to provide the new AC members with an understanding of the work underway.  Received an explanation of the ICANN's anonymous reporting hotline, and discussed ideas to increase employee awareness and usage of the hotline.
    • Action:
      • Consider the chain of reporting for the anonymous reporting hotline for future discussion with the AC.
  2. Review of Report of Independent Auditor - The AC thanked the ICANN team and the Independent Auditors for their push to have the audit completed earlier than in prior years. The AC engaged in a discussion with the Independent Auditors to complete the required communications from the Independent Auditors.  The AC also discussed the potential to have management assess differentials between US GAAP (Generally Accepted Accounting principles and IFRS (International Financial Reporting Standards), and determine if there are additional accounting principles or reporting standards that ICANN should voluntarily apply in order to satisfy IFRS, while continuing to fulfill US GAAP requirements; the AC received an update on the historical work regarding this issue.
    • Action:
      • Management to provide report on assessment of differentials between US GAAP and IFRS, before end of 2011.
  3. Discussed Role of Audit Committee within ICANN – The AC discussed recent community comments regarding ICANN's financial profile, and discussed that ICANN's Finance Committee is involved in the oversight of ICANN's financial activities, which works in complement with the AC's role.  The AC also discussed the ICANN reserve fund.
  4. Executive session – The AC held an executive session with the Independent Auditors, with no staff present.