Minutes of Meeting, 23 Mar 2011
A meeting of the Audit Committee of the Internet Society (ISOC) was held on Wednesday, March 23, 2011 at 12:00 UTC. In attendance were Eva Frölich, ISOC’s Treasurer and Chair of the Audit Committee, Bert Wijnen and Eric Burger as members of the Audit Committee.
Also in attendance were Lynn St.Amour, ISOC’s President and Chief Executive Officer, Greg Kapfer, Chief Financial Officer, and Sandra Spector, Finance Director.
Call to Order
Ms. Frölich called the meeting to order. As all the members of the Audit Committee were in attendance, a quorum was present for the meeting. Ms. Frölich introduced the attendees.
2010 Unaudited Financial Presentation
Mr. Kapfer reviewed the summary of ISOC’s 2010 financial performance, which was included in the CEO’s report to the Board entitled “2010 Accomplishments and Financials”. Ms. Frölich pointed out that the current information was received only shortly before this meeting, and therefore asked that Mr. Kapfer summarize the information. The Committee members asked Mr. Kapfer to give clarification or specifics about a few items in the financial report, particularly noting Org membership dues were less than budget as had been previously forecast to the Board. Ms. St.Amour pointed out that Org members also contribute in other ways, such as event hosting and sponsorships. Ms. Frölich thanked Mr. Kapfer for the presentation, requesting that more time be given for the Audit Committee to review future reports if at all possible.
Mr. Kapfer noted that the company’s audit would begin on April 20, with the goal for the Audit Committee to review of the audited financials at the July 6 Audit Committee meeting. Representatives from Grant Thornton would be in attendance. However, since ISOC consolidates its financial with PIR, meeting this date will be dependent on PIR’s audit as well as ISOC’s audit.
Conflict of Interest Policy
Mr. Kapfer presented a summary of the principles of a draft revised Conflict of Interest Policy that would be submitted at the coming meeting of the Board of Trustees, for proposed adoption before the Annual General Meeting. Mr. Kapfer noted that the Audit Committee already had the responsibility to review the Annual Disclosure forms, and that the Board might also direct the Audit Committee to periodically review the Conflict of Interest Policy and make recommendations for any future Policy amendments to the Board.
Ms. Frölich called for any other business. There being none, Ms. Frolich moved that the meeting be adjourned. The motion was seconded and carried by Mr. Wijnen, and the meeting was adjourned at 12:40 UTC.