Minutes | Board Finance Committee (BFC) Meeting 30 June 2021

BFC Attendees: Harald Alverstrand, Becky Burr, Danko Jevtović (Chair), Ihab Osman, Mandla Msimang, and Tripti Sinha

BFC Apologies: Ron da Silva

Other Board Member Attendees: Avri Doria, Lito Ibarra, and Göran Marby

ICANN org Attendees: Xavier Calvez (SVP, Planning and Chief Financial Officer), Franco Carrasco (Board Operations Specialist), Becky Nash (VP, Planning), Darrel Spearman (Director, Administrative Services and Facilities), Shani Quidwai (Sr. Director, Finance), Amy Stathos (Deputy General Counsel), and Gina Villavicencio (SVP, Global Human Resources)

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

1. BFC Workplan – The BFC reviewed its Workplan for FY21, which is on track.

2. Continued Discussion re Supplemental Fund for Implementation of Community Recommendations (SFICR) Initial Transfer and Reserve Fund Additional Transfer Revisited – The BFC continued discussing ICANN org's proposal to transfer US$15 million from the Operating Fund to the SFICR and US$5 million to the Reserve Fund. The BFC noted that earlier this year the Board approved a US$10 million transfer from the Operating Fund to the Reserve Fund, and the additional US$5 million. Regarding the proposed transfer to the SFICR, as noted during the prior discussion, the transfer of US$15 million to the SFICR is anticipated to support the following projects: System for Standardized Access/Disclosure (SSAD) Operational Design Phase, review implementation for CCT, SSR2 and ATRR3, and Cross Community recommendations on the Evolution of the Multistakeholder model and Root Server System Governance. The BFC discussed that transfer of US$15 million to the SFICR is not intended to be a limit for addressing community recommendations, rather an initial allocation. The BFC further noted that the Board's approval of the fund transfer into the SFICR would not be a decision to spend. The BFC engaged in a further discussion of whether SFICR should be funded before or after the Board approves a project. The BFC noted that the Board intended to have funds available in the SFICR for when projects are approved by the by the Board, and to carry unused funds over from year to year. The BFC further noted that moving funds to the SFICR provides optics around ICANN's preparations for the incoming work. With respect the Reserve Fund, the BFC noted that the fund currently has US$158 million, and that the additional US$5 million would bring the amount to US$163 million. The minimum 12 months requirement is US$144 million, which would bring the total above the minimum requirement by US$9 to US$10 million. Following discussion, the BFC recommended that the ICANN Board authorize two transfers from the Operating Fund of: (i) US$15 million to the SFICR; and (ii) US$5 million to the Reserve Fund

   • Action: ICANN org to prepare relevant materials for Board consideration.

3. Investment Policy Update – The BFC continued its discussion of the Operating Fund investment policy and ICANN org's proposal to change the policy to increase the types of investments allowed. Specifically, ICANN org noted that it is prudent to invest excess funds into longer-term assets than currently outlined in the policy. The current policy allows for investment in cash, cash equivalents or money market instruments. The proposed changes to the Operating Fund investment policy would allow for investment in the most liquid subset of investments from the new gTLD and Auctions Proceeds Investment Policy. Following discussion, the BFC recommended that the Board approve the revised Operating Fund Investment Policy.

   • Action: ICANN org to prepare relevant materials for Board consideration.

4. Contracting Approval: Los Angeles Headquarters Lease Renewal – ICANN org briefed the BFC on the status of the Los Angeles office lease, which is set to expire in June 2022. Since early 2020, ICANN org and its broker have been exploring alternative properties and negotiating with the current landlord. As part of the due diligence process in looking at other properties, the org considered numerous parameters pertaining to the kind office space that would be most suitable when looking at alternatives, such as: (i) other buildings with ICANN's space requirements; (ii) cost effectiveness; (iii) moving/restoration costs; (iv) the impact on staff and org; (v) amenities in the area; (vi) proximity air travel and public transportation; and (vii) safety and security. ICANN org also evaluated the current office space, noting that it meets the org's current needs and has the potential to scale with the org as the work increases and becomes more complex. ICANN org noted that remaining at the current location would provide continuity and would mitigate the stress on staff of relocating the office. The org also noted that the Los Angeles real estate market has not been impacted by the pandemic. The org further noted that ICANN org ICANN org in favorable position since it began negotiations with the current landlord prior to lockdowns in the Los Angeles area After conducting due diligence and weighing the pros and cons of remaining in the current location versus moving to a new office space, ICANN org recommended that the org renew the existing location lease for an additional ten years. The costs for the current location are reasonable, in line with other comparable properties, and affordable. Following discussion, the BFC recommended that the Board authorize the President and CEO, or his designee(s), to enter into, and make disbursements in furtherance of, a ten-year lease renewal for the Los Angeles office.

   • Action: ICANN org to prepare relevant materials for Board consideration.

5. AOB

   • FY21 Financial Forecast July 2020 – June 2021 – The BFC received a briefing on the most recent update for fiscal year 2021. The data, which is comprised of 11 months of actual data and one month of projection, reflects funding amount (US$142.6M) to be significantly above budget (US$129.3M). Actual expenses (US$115.8M) are significantly less than budgeted (US$129.3M), notably due to the fact that the ICANN 69 and 70 public meetings were virtual. Thus, the latest forecast projects US$26.8M excess for FY21.

Published on 03 August 2021