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, 18 May, 2011 at 14:00 UTC. In attendance were Eric Burger, Chair of the Audit Committee and Alain Aina as a member of the Audit Committee. Khaled Koubaa sent his 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 David Green.

Call to Order

Eric called the meeting to order.

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 unqualified opinion.

Ms. Lipsky then outlined the scope of the audit and the timeline for the audit. Mr. Green reviewed the results of Grant Thornton’s review and noted that ISOC’s accounting policies were consistently applied. He then delivered a high level overview of the audited statements. He noted that no audit adjustments or control deficiencies were found.

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 2011 PIR Audited Financial Statements at their next Board meeting scheduled for June 6th. As ISOC’s next Board meeting was May 29th, with the report from the ISOC Audit Committee, the ISOC Board could accept the ISOC Audited Financial Statements conditional upon the PIR Board approving the PIR statements on June 6th. Grant Thornton concurred with this approach as the meetings were close in time.

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 2011 Audit, the representatives from Grant Thornton left the meeting.

Annual Committee Review

Greg noted that the Audit Committee Charter called for an annual review of the 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.

Future Meeting Dates and Times

The Committee discussed that the next meeting would include the review the 2011 990 filing, as well as approval of the engagement of an independent firm to supply audit and tax services for 2012. As earlier requested by the Audit Committee, Greg confirmed that a request for proposal process would be used to seek additional parties interested in providing these services. The Committee also discussed that in the future, the Board meeting at which the Audit Committee report is addressed should be after the PIR Board meeting to take into account timing of PIR Audited Financial Statement approval.

AOB

The Committee did not have any other business.

Adjournment

With no other business, the meeting was adjourned at 15:00 UTC.