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Audit Committee (AC) Meeting Minutes 28 June 2012

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

Other Board Attendees: Rod Beckstrom; Steve Crocker

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

  1. Minutes – The AC approved the minutes of its prior meeting in March 2012.
  2. Review of BAC Workplan – The AC received a report on the status of the workplan, noting no major changes since the prior discussion of this item. The AC confirmed that it would be entering executive session with the departing President and CEO in line with its workplan. The AC also discussed the idea of a New gTLD Program-specific controller and ledgers to assure the proper controls over the Program funds.
  3. Status of Work of Independent External Auditor – The AC received a report on the regular audit activities being performed by the Independent Auditor, including the completion of interim field work in April as well as the systems review underway. Staff also reported on the work regarding the revenue and expense recognition policy for the New gTLD Program, which will be shared with the Independent External Auditor to allow for comment. The AC queried which committee would be appropriate for consideration of review of value for money issue related to TAS/Digital Archery systems, as well as review of the causes of the recent determination that the EAG aspect of reporting was not fit for the purposes that it was used. The CFO explained the challenges identified with the EAG and noted the work going forward to provide improved reporting.
    • Action:
      • AC to discuss potential for call, if needed, with Independent External Auditors prior to the completion of final field work.
  4. Internal Controls Status Update – The AC received a report on the internal controls work ongoing within the organization, including documentation of the accounts payable and travel expense processes, as well as plans for documentation of the budget process and treasury process. Staff also reported on the ongoing development of a policy for New gTLD revenue and expense recognition.
  5. Executive Session – The AC convened an Executive Session with the departing President and CEO without staff present.