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Audit Committee (AC) Meeting Minutes 6 February 2014

AC Attendees: Bill Graham, Olga Madruga-Forti, Erika Mann – Chair, and Ray Plzak

Other Board Attendees: Cherine Chalaby, Steve Crocker, George Sadowsky

ICANN Executives and Staff Attendees: Susanna Bennett (Chief Operating Officer), Megan Bishop (Board Support Coordinator), Michelle Bright (Board Support Manager), Xavier Calvez (Chief Financial Officer), John Jeffrey (General Counsel and Secretary), Jacks Khawaja (Enterprise Risk Director), Elizabeth Le (Senior Counsel), and Amy Stathos (Deputy General Counsel).

Apologies: Gonzalo Navarro

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

  1. Minutes – The AC approved the minutes from the 16 November 2013 meeting.

  2. Auditors Renewal Process – Staff provided an update of the auditor selection process for FY14 audit. The AC previously agreed that ICANN would engage in a more comprehensive selection process for the FY14 auditors to accommodate for the growth and internationalization of ICANN, and that the engagement would be conducted through a Request for Proposal (RFP) process. Staff reported on the various issues that need to be considered with respect to the RFP, including whether or not we will receive responses from the firms that we hope to engage. The AC agreed that the RFP process should include international firms and national firms that have affiliation with international networks. The AC revisited the timeline for the process. The plan is to select the independent auditor for FY14 by the end of March 2014. The AC discussed the need for a criteria list for the selection process. The AC will approve the criteria list prior to the launch of the RFP.

    • Action: Staff to prepare list of criteria for RFP selection process for AC approval

  3. Cross Committees Review – The AC engaged in a discussion on whether the right structure currently exists to address various risks within the organization. The AC suggested having a discussion with the Chairs of the Audit, Finance, Risk Committees and the NPGC to further discuss this issue. The purpose of the cross-Committees review is to identify risks, assess potential gaps, mitigating risks, and oversight.