Minutes of the Meetings of the Audit Committee of the Internet Society

A meeting of the Audit Committee of the Internet Society (ISOC) was held on Friday, 15 February, 2013 at 12:30 UTC. In attendance was Eric Burger, Chair of the Audit Committee, Narelle Clark and RudiVansnick. Alain Aina sent his regrets.

Also in attendance were Lynn St.Amour, ISOC’s President and Chief Executive Officer, Greg Kapfer,Chief Financial Officer, Sandy Spector, Finance Director, Dana Matthews, Accounting Manager, LisaLipsky, Audit Partner at Grant Thornton and Gina Devine, Audit Manager at Grant Thornton.

Call to Order

Eric called the meeting to order. Greg introduced the participants from Grant Thornton to the Committee.

Review of Grant Thornton’s Audit Plan

Ms. Lipsky presented Grant Thornton’s 2013 Audit Plan. Ms. Lipsky reviewed the responsibilities of GrantThornton, the Audit Committee and ISOC management. Ms. Lipsky outlined the timeline for the 2013audit.

Ms. Lipsky then discussed Grant Thornton’s audit methodology for risk assessment and materiality. Ms.Lipsky explained either total revenues or total assets were used most often for non-profit companies to calculate materiality. Grant Thornton believes total revenue is the proper benchmark for ISOC.

Ms. Lipsky reviewed significant risk areas, including potential for fraud, that will be reviewed by GrantThornton during the audit. Ms. Lipsky discussed Grant Thornton’s required deliverables andcommunications to the Audit Committee.

Rudi inquired as to Grant Thornton’s review of the 2013 budget and other forecasts from management.  Ms. Lipsky stated that Grant Thornton does not audit the budget, but uses the budget as a comparative toolto review indications of future fiscal impacts.

Eric then called for an executive session and Lynn, Greg, Sandy and Dana left the meeting.

Ms. Lipsky reported that management has been cooperative and proactive in getting clarification whennecessary. She reported there were no indications of any issues to report to the Audit Committee at thistime.

Upon completion of the executive session, Eric adjourned the meeting.