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Minutes – Audit Committee (AC) Meeting 18 October 2010

AC Attendees: Harald Alvestrand, Steve Crocker, Dennis Jennings and Rita Rodin Johnston – Chair

Staff members present: Akram Atallah – Chief Operating Officer; John Jeffrey – General Counsel and Secretary; Kevin Wilson – Chief Financial Officer; Juan Ojeda, Diane Schroeder and Amy Stathos

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

  1. Minutes:  Approved the minutes of the 24 August 2010 and 23 September 2010 meetings.

  2. Audited Financials: Received an overview from Staff on the process followed to prepare the audited financials, from the engagement of the independent auditor through the fieldwork and meetings between the Audit Committee and the independent auditor.  The AC then reviewed the audited financials as one of its multiple reviews prior to publication and raised questions to staff regarding items within the audited financials. 

    • Actions:

      • Staff to post audited financials on ICANN website pursuant to the Bylaws,

      • Staff to post a finance blog with an update to the FY10 finances in review.

      • Staff to provide report at AC’s next meeting regarding terms in ICANN contracts for mitigating risks of revenue being withheld.

      • Staff to provide report on diversification of revenue to the appropriate Board committee.

      • Staff to provide note to AC regarding whether a statement from AC chair needs to be posted with the audited financials.

  3. Report to Board: Discussed the contents of the AC report to the Board at the 28 October 2010 Board meeting, and identified that a template for content would be of assistance.

    • Actions:

      • Staff to provide AC Chair with outline of proposed AC Presentation to Board, incorporating items identified by AC during meeting.

      • AC Chair to revise staff outline and circulate to AC members for comment prior to Board meeting.

  4. Agenda for Next Meeting: Discussed proposed agenda for next AC meeting, and agreed on the following actions to be taken in preparation:

    • Actions:

      • Controller to provide observations to AC at a future meeting on items he has identified as done well and those needing improvement.

      • Staff to provide briefing on steps to select new financial system, including functionality.

      • Provide AC with draft preliminary report on internal audit function.

      • Staff to prepare review of candidate profiles received for the volunteer financial expert to Audit Committee.

      • Invite auditors to next AC meeting.

      • Coordinate Executive Committee session with CFO.

      • Prepare AC plans for FY11 to queue up AC activities.