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Minutes | Board Audit Committee (BAC) Meeting 6 June 2019

BAC Attendees: Sarah Deutsch (Chair), Chris Disspain, and Akinori Maemura

BAC Apologies: Avri Doria and Nigel Roberts

ICANN Org Attendees: Susanna Bennett (SVP, Chief Operations Officer), Michelle Bright (Board Content Coordination Director), Xavier Calvez (SVP & Chief Financial Officer), Franco Carrasco (Board Operations Specialist), Elizabeth Le (Associate General Counsel), Becky Nash (VP, Finance), Wendy Profit (Senior Manager, Board Operations), and Amy Stathos (Deputy General Counsel)

Invited Guests: Representatives from BDO, LLP

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

  1. BAC Workplan – The BAC received an update on the workplan and the activities between now and the Annual Meeting, which is on target.
  2. Presentation by Independent External Auditor – The BAC received a presentation from a representative of ICANN organization's selected independent external auditor for FY19, BDO, LLP. The role of the BAC is to perform oversight, by delegation from the Board, of ICANN org's internal financial and accounting controls and procedures, as well as recommending the selection of independent auditors to the Board, and receiving and reviewing status reports from independent auditors and the annual finanicial report of ICANN org's operations and financial position. BDO provided an overview of its FY19 audit strategy and timing, including the scope of the audit, BDO's role in the audit, and expected deliverables from BDO. The main purpose of the audit is to obtain reasonable assurance about whether the consolidated financial statements of ICANN org are free of material misstatements, whether caused by error or fraud. BDO's audit will review ICANN org's internal controls (e.g., those related to critical accounting policies and procedures, revenue recognition policies, information systems, capitalized software, net asset classification, functional expenses and investments), prior year audit results, current year interim financial information, and consolidation and related parties, with a focus on larger, material areas that have higher complexity and are potentially subject to more judgment and error. The overall audit strategy includes application of recent industry regulatory and economic conditions and controls that differ from the prior year's audit to ensure the current audit includes required elements of unpredictability. BDO will provide feedback about whether ICANN org's financial statements are in accordance with standards and issue its own financial statements by ICANN org's October 2019 deadline for publication of the audit results. BDO confirmed that it is currently unaware of any potential frauds or complaints as it relates to ICANN org's financial reporting. BDO also stated that following its evaluation of independence it can confirm that BDO is independent from ICANN org. Finally, BDO provided an overview of expected upcoming changes to accounting and financial disclosure standards, such as increased simplification and transparency in reporting. The expected impact of these upcoming changes was described as minimal since ICANN org is already engaging in many of the good practices which the new standards are expected to require. BDO is expected to deliver a status update on the audit to the BAC prior to its conclusion and to reach out to the BAC with questions, as needed. ICANN org will present draft audited financials to the BAC prior to the finalization and issuance of the audit report, which is anticipated before the end of October 2019.

    • Action: ICANN org to coordinate and schedule an update from BDO to the BAC on the status of the audit in September 2019 prior to its conclusion.
  3. Update on Volunteer Independent Financial Advisor – As the BAC previously discussed, the BAC agreed to engage a new volunteer independent financial advisor to the BAC, as a best practice. ICANN org reported to the BAC that the call for expressions of interest to identify an independent advisor to the BAC that was posted on 12 February 2019 and resulted in only one response. Therefore, ICANN org is planning to conduct specific outreach to professional associations and other audit-related contacts to identify a larger pool of potential candidates. Upon identification of interested and qualified candidates, ICANN org will provide an update to the BAC.

    • Action: ICANN org to organize and conduct specific outreach to identify volunteer independent financial advisor candidates and provide an update to the BAC when additional information is available.

Published on 11 July 2019