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Minutes | Board Audit Committee (AC) Meeting 13 May 2016

Published on 16 June 2016

AC Attendees: Steve Crocker, Asha Hemrajani, Erika Mann (Chair), and Mike Silber

AC Member Apologies: Bruno Lanvin

Other Board Attendees: Rafael Lito Ibarra

ICANN Executives and Staff Attendees: Susanna Bennett (Chief Operating Officer), Xavier Calvez (Chief Financial Officer), Samantha Eisner (Associate General Counsel), Amy Stathos (Deputy General Counsel) and Shawn White (Associate General Counsel)

Invited Guests: Representative of ICANN’s independent audit firm, BDO

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

  1. Planning for FY16 Audit – A BDO representative provided a summary presentation of the upcoming FY16 Audit work plan, which included a discussion of: (i) management responsibilities, including among other things, maintaining proper internal control, legal compliance, safeguarding company assets, selecting appropriate accounting principles, using reasonable judgments and estimates, and making all relevant information available to auditors; (ii) the overall strategy for the upcoming audit and scope of the audit, including standard considerations of fraud, internal control over financial reporting, revenue recognition, accounts receivable and allowances, investments, software capitalization costs, net asset classification, expenses including functional expense allocation, evaluation of related party relationships and transactions, and other matters including significant unusual transactions, if any; (iii) the required communications; (iv) the proposed timeline; (v) and independent communication requirements.

    • Action:

      • AC members to review presentation and send any questions to the email list.

  2. Post IANA Stewardship Transition Audit Requirements – Staff presented a work-in-progress paper, including thoughts and questions regarding possible audit consequences in the post-IANA Stewardship transition state. Staff explained that there are three main topics for consideration. The first topic for consideration is the audit scope and requirements for ICANN and PTI (the entity intended by the transition proposal to be established for the IANA functions). As a threshold matter, PTI will require a separate independent audit per California non-profit integrity Act of 2004. Further, it is also anticipated that the ICANN audit, which will occur as it has since ICANN’s inception, will also include information relevant to PTI, as ICANN is the sole member of PTI. The second consideration is the intellectually property (IP) transfer of IANA trademarks and domain names. Some of the questions that need to be addressed include the required or desirable disclosures to be completed prior to or after the transfer. The third area for consideration is PTI Operations. Specifically, the AC discussed the need to address the principle of “arm’s length” transactions between ICANN and PTI, as well as need to evaluate how, if at all, the scope and funding of the PTI services will be treated as part of future audits.

    • Action:

      • AC members to consider other questions that should be included in the work-in-progress document going forward.

      • Staff to update this document as necessary and present it again during the upcoming meetings of the committee.

  3. Independent Financial Advisor for Audit Committee – The AC discussed the past and potential ongoing utilization of an independent financial advisor for the AC and the fact that this is best practice, particularly if the AC members may not have all of the requisite skills needed for a typical audit committees. The AC agreed on the continued use of such an independent advisor, and to systematically consider, at the time an audit committee meeting agenda is drafted, whether to invite the advisor to such AC meeting.

  4. Executive Sessions Between AC members and ICANN Executives The AC discussed that it is best practice for the AC members to have executive sessions with ICANN executives in order to determine if there are any issue that the executives would like the AC to review or evaluate. Two executive sessions are scheduled for later this weekend.