Meeting (10 May 2016)

A meeting of the Audit Committee of the Internet Society (ISOC) was held on Tuesday, 10 May 2016 at 12:00 UTC. In attendance were Gihan Dias, Chair of the Audit Committee, John Levine, Walid Al-Saqaf and Narelle Clark as members of the Audit Committee.

Also in attendance were Kathy Brown, Chief Executive Officer, Greg Kapfer, Chief Financial Officer; and Sandy Spector, Director of Finance. Representing RSM (formerly known as McGladrey) was Janette Burke.

Call to Order

Gihan called the meeting to order, as a quorum was present.

Review of the Annual Independent Audit

Ms. Burke explained RSM’s responsibilities and the responsibilities of ISOC’s management. Ms. Burke noted that RSM’s report included an unmodified opinion, representing the highest level of clean opinion.

Ms. Burke then gave an overview of the audit process and then reviewed the results of RSM’s audit noting that ISOC’s accounting policies were consistently applied. Ms. Burke noted that no audit adjustments or control deficiencies were found. Ms. Burke then walked through the 2015 financial statement highlights.

Ms. Burke noted that ISOC’s Audited Financial Statements incorporated the statements of Public Interest Registry (accepted by the PIR Board at a meeting on April 7^th). The Committee inquired as to ISOC’s investment strategy which Ms. Burke noted was consistent with other non profit companies. The Committee discussed the risk to PIR of the amount shown on the consolidated financial statements as deferred payments to PIR’s registry operator. RSM felt that little risk of financial instability was present.

As required by the Audit Committee Charter and accounting principles, Gihan asked the Committee to enter into Executive Session. The Committee excused the members of ISOC’s management for this session. In Executive Session, the auditors reiterated that the processes and procedures of ISOC met current accepted standards, the auditors had the full cooperation of management, and that ISOC was doing much better work than many comparable nonprofit organizations.

Following the Executive Session, the management participants returned.

Gihan and the Committee thanked the Finance staff for exemplary work.

Ms. Burke left the meeting.

AOB

Gihan reported that the Governance Committee had asked for the opinion of the Audit Committee with respect to the publication of Trustees Conflict of Interest disclosure statements. Greg stated that he would research best practices and provide his findings to the Committee.

The Committee then discussed developing an ISOC corporate risk assessment. Greg agreed an assessment should be prepared. In order to identify the proper resources to undertake this assessment, Greg will discuss with the ISOC Executive Team and report back to the Audit Committee.

Adjournment

With no other business, the meeting was adjourned at 13:40 UTC.

All Board Audit Committee Meeting Minutes