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Audit Committee (AC) Meeting Minutes 16 October 2012

AC Attendees: Erika Mann - Chair; Bill Graham; Gonzalo Navarro and Judith Vazquez

Other Board Attendees: Steve Crocker

Staff Attendees: Akram Atallah – Chief Operating Officer; Xavier Calvez – Chief Financial Officer; John Jeffrey – General Counsel and Secretary; Megan Bishop, Samantha Eisner, and Amy Stathos

  1. Minutes: Approved the minutes of the previous meeting in October 2012.
  2. Review of Prior AC Meeting: The Chair provided an update on the discussion among the remaining AC members after the previous meeting was brought to a close, including further discussion with the independent auditors regarding the work to complete their report.
  3. Overview of Chair discussions in L.A.: The Committee Chair provided a report on her visit to Los Angeles and conversations with staff, the Board Chair, representatives of the independent auditor and the independent financial advisor to the AC. The discussions in L.A. included issues of internal controls, the prioritization of areas where documentation of internal controls is needed, and the creation of a matrix for use in discussions of financial reporting. The AC noted support for the internal control framework and matrix proposal. During the visit, the AC Chair also discussed with staff and others the issue of rotation of audit firms and audit partners as part of best practices, but also resolved to consider timing and resources in making a change in firms. There was also discussion about how the New gTLD Program funds will be reflected in ICANN's financial statements, and the revenue recognition plan to be applied to the New gTLD Program application fees, that is currently under review by large audit firm. The final topic was a discussion regarding the reserve fund and the regulatory constraint to observe a balance between liabilities and the reserve fund.
    • Action:
      • Staff to document ICANN's practice of audit partner/firm rotation as part of the Board process documentation.
      • Staff to prepare, when appropriate, an RFP for audit firms.
      • Staff to notify the AC as soon as the formal opinion is received on the New gTLD funds revenue recognition policy.
  4. Executive Interviews: The AC noted that it is not requesting any interviews with ICANN executives during the Toronto Meeting.