Meeting (17 May 2013)

A meeting of the Audit Committee of the Internet Society (ISOC) was held on Friday, 17 May, 2013 at 16:00 UTC. In attendance were Eric Burger, Chair of the Audit Committee, and Alain Aina and Rudi Vansnick as members of the Audit Committee. Narelle Clark sent her regrets.

Also in attendance were Lynn St.Amour, ISOC’s President and Chief Executive Officer; Greg Kapfer, Chief Financial Officer; and Sandy Spector, Director of Finance. Representing Grant Thornton were Lisa Lipsky and Gina Devine.

Call to Order

Eric called the meeting to order as a quorum was present.

Review of the Annual Independent Audit

Ms. Lipsky explained Grant Thornton’s responsibilities and the responsibilities of ISOC’s management. Ms. Lipsky noted that Grant Thornton’s report included an unmodified opinion.

Ms. Lipsky noted that the term “unmodified” has replaced “unqualified” to state the issuance of a clean opinion. Ms. Lipsky then outlined the scope of the audit and the timeline for the audit. Ms. Devine reviewed the results of Grant Thornton’s review and noted that ISOC’s accounting policies were consistently applied. She then delivered a high level overview of the audited financial areas. She noted that no audit adjustments or control deficiencies were found. Eric inquired as to the potential future impact of United States tax law changes, to which Ms. Lipsky stated there would be no impact to the Company.

Greg noted that ISOC’s Audited Financial Statements incorporated the statements of Public Interest Registry (PIR). He also noted that the PIR Board would formally review the 2012 PIR Audited Financial Statements at their next Board meeting scheduled for June 18th.

As required by the Audit Committee Charter and accounting principles, Eric asked the Committee to enter into Executive Session. The Committee excused the members of ISOC’s management for this session. Grant Thornton noted to the Committee that management was very cooperative, there were no indications of malfeasance, and the auditors were pleased with the processes ISOC has in place.

Following the Executive Session, the management participants returned. Having completed their review of the 2012 Audit, the representatives from Grant Thornton left the meeting.

Eric thanked the Accounting staff on behalf of the Committee for exemplary work, and Lynn expressed her agreement.

Subsequent to the meeting, based on finalized statements from Grant Thornton and subject to PIR’s Board acceptance of PIR’s audited statements, the Audit Committee accepted the consolidated audited statements, to be recommended to the ISOC Board of Trustees for their acceptance.

Annual Committee Review

Eric noted that the Audit Committee Charter called for an annual review by the Committee of its Charter, as well as a review of the performance and duties of the Audit Committee. The Committee found the Charter, as amended in 2011, to accurately reflect the responsibilities and role of the Audit Committee, and found that these duties had been adequately performed. The Committee asked Greg to set up a call with outside counsel as required by the Charter.

AOB

The Committee did not have any other business.

Adjournment

With no other business, the meeting was adjourned at 17:45 UTC.

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