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 Thursday, September 2, 2010 at 12:00 UTC (8:00 Eastern Time). In attendance were Eva Frölich, ISOC’s Treasurer and Chair of the Audit Committee, and Bert Wijnen as member of the Audit Committee. Apologies were received from Eric Burger.

Also in attendance were Lynn St.Amour, ISOC’s President and Chief Executive Officer, and Greg Kapfer, ISOC’s Chief Financial Officer.

Call to Order

Ms. Frölich called the meeting to order. Mr. Kapfer reported that a quorum was present for the meeting according to the Charter of the Audit Committee.

Summary of ISOC’s Second Quarter Financial Report

Mr. Kapfer summarized ISOC’s financial performance through the second quarter of the year, as presented in an earlier report to the Board of Trustees.

Report on Annual Conflict of Interest Submissions

Mr. Kapfer summarized that the Charter of the Audit Committee tasks the Audit Committee with the periodic review of Annual Disclosure forms under ISOC’s Conflict of Interest Policy. This responsibility is according to best practices, and helps ensure that the Board is aware of any potential, or potentially perceived, conflicts of interest. Mr. Kapfer noted that these forms were submitted by all Trustees and senior management of ISOC and generally cover the period from the mid-year Board meeting in 2010 (the 81st meeting of the Board) to the mid-year Board meeting in 2011.

Ms. Frölich noted that the existence of common employers among Trustees had previously been discussed by the Board, and was not considered in itself to constitute a conflict of interest. Mr. Wijnen pointed out that it was in the best interest of transparency for this disclosure by the Trustees to be noted in the annual report from the Audit Committee to the Board of Trustees (scheduled for September 20). Ms. Frölich also recommended for full disclosure that the Audit Committee report that a small number of Trustees had noted in their disclosures that they were associated with chapters which may have received project funding from ISOC in the past.

Ms. Frölich recommended that, while the existence of a common employer did not constitute a conflict of interest, the Audit Committee should include in its upcoming report to the Board a recommendation that the conflict of interest policy be clarified with respect to common employers to ensure a broad range of community representation on the Board. Ms. Frölich asked Mr. Kapfer when ISOC management planned to continue its review and revision of the current Conflict of Interest Policy, at which time the Board’s direction on this matter could be more fully addressed. Mr. Kapfer noted that management planned this action in conjunction with the Board in the early part of 2011, prior to the next scheduled annual submission of disclosures.

Future Meetings of the Committee

Ms. Frölich summarized that a number of future meeting dates for the Audit Committee have been established for planning purposes. Mr. Kapfer emphasized that the coming meeting on October 29 included agenda items to review the annual 990 tax return and appoint the independent auditors for 2010. Materials will be sent to Committee members prior to the meeting. Planned Audit Committee meeting dates are:

  • Friday, 29 October 2010 at 13:00 UTC
  • Friday, 12 November 2010 (time to be determined)
  • Wednesday, 23 March 2011 at 13:00 UTC
  • Wednesday, 11 May 2011 at 13:00 UTC
  • Wednesday, 6 July 2011 at 13:00 UTC

Adjournment

Ms. Frölich then asked if there was any further business to be brought before the Audit Committee. There being no further business, the meeting was adjourned.