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, 21 May 2020 at 13:00 UTC. In attendance were Sean Turner as Chair of the Audit Committee, and Mike Godwin and Walid Al-Saqaf as members of the Audit Committee.

Also in attendance were ISOC staff Sandy Spector, Chief Financial Officer and SVP, Business Operations and Sae Park, Senior Director, Finance, Budget, and Corporate Reporting. Al Weber, Partner at RSM US LLP., was also in attendance for part of the meeting.

Call to Order

Sean called the meeting to order.

Review of the Annual Independent Audit

Mr. Weber explained that ISOC’s Audited Financial Statements are the consolidated statements of the Internet Society, Public Interest Registry (PIR), Internet Society Foundation, and IETF Administration, LLC. Mr. Weber continued on his presentation with the RSM’s responsibilities and the responsibilities of ISOC’s management. Mr. Weber noted that RSM’s report included an unmodified opinion, representing the highest level of assurance that the statements are free of material misstatement.

Mr. Weber then gave an overview of the audit process and reviewed the audit results, noting that ISOC’s accounting policies were consistently applied. Mr. Weber stated that no audit adjustments or control deficiencies were found. Mr. Weber then walked through the 2019 financial statement highlights.

Mr. Weber then discussed reporting changes to ISOC’s Audited Financial Statements due to changes in certain accounting standards. In FY2019, ISOC adopted the accounting pronouncements, ASU No. 2016-18, 2014-09, and 2018-08, which required changes to the presentation of the statements and appended disclosures on footnotes.

As required by the Audit Committee Charter and accounting principles, Sean asked the Committee to enter into Executive Session. The Committee excused the ISOC staff for this session. Following the Executive Session, the staff participants returned.

Mr. Weber left the meeting.

Conflicts of Interest

The Audit Committee members discussed the conflicts of interest statements from the Board members and concluded since a few statements remained outstanding, additional discussions are needed in the future.

AOB

Sandy updated the Audit Committee on the status of a few other business items, including an update on the General Counsel search.

Also, given the current unstable environment, the Committee recommended continuing with RSM for the audit and tax services for another year (2020).

Adjournment

With no other business, the meeting adjourned at 13:52 UTC.