Meeting (24 July 2009)

Amendment of Audit Committee Charter

A meeting of the Audit Committee of the Internet Society (ISOC) was held on Friday, July 24, 2009 at 12:45 CEST. In attendance were Ted Hardie, ISOC’s Treasurer and Chairman of the Audit Committee, Patrik Fältström and Raul Echeberria as members of the Audit Committee. Also in attendance was Lynn St.Amour, ISOC’s President and Chief Executive Officer.

Dr. Hardie called the meeting to order. As all the members of the Audit Committee were present, a quorum was present for the meeting.

Dr. Hardie summarized that at the meeting of the Audit Committee on June 29, the Committee had agreed, at the suggestion of ISOC’s internal auditors (Grant Thornton), that the Audit Committee Charter should be amended. The suggested amendment would make it clear that ISOC’s annual independent audit now reflects the combined results of the Internet Society and Public Interest Registry. Therefore, ISOC’s Audit Committee would have to rely on the independent audit of PIR (also currently performed by Grant Thornton), as well as the review of this audit by PIR’s Board of Directors.

At the same time, Mr. Kapfer had recommended that the Charter also be amended to assign the responsibility to review the annual submission of Annual Disclosure Forms under ISOC’s Conflict of Interest Policy, and report any conflicts to the Board of Trustees. This review had previously been performed by either the Chief Executive Officer or the Board Chair.

Following the June 29 meeting, the Audit Committee held an e-vote and accepted the amended Charter to add the following:

With respect to clarification of the reliance on PIR audit:

“The financial statements of the Internet Society are prepared on a combined basis with the financial statements of Public Interest Registry, in which the Internet Society is the sole member. Therefore, the Audit Committee of the Internet Society will rely on the independent audit of Public Interest Registry, and the review of that independent audit by the Board of Directors and/or Audit Committee of Public Interest Registry. The independent auditors of Public Interest Registry may or may not be the same as the independent auditors used by the Internet Society.”

With respect to the additional duty of the Committee to review conflict of interest submissions annually:

“Other Responsibilities
2. Review the Annual Disclosure Forms submitted in accordance with the Internet Society’s Conflict of Interest Policy. Report the results of this review to the Board of Trustees at least annually.”

Acceptance of the Amendment to the Audit Committee Charter

Dr. Hardie called for a motion for acceptance of the Amendment to the Audit Committee Charter. Mr. Echeberria presented the following resolution:

Resolution: Amendment of the Audit Committee Charter
RESOLVED: The Audit Committee recommends that the Audit Committee Charter (the “Charter”) be amended and restated to indicate that the Audit Committee reviews the combined audited statements of the Internet Society and Public Interest Registry (PIR), with reliance upon the independent audit of PIR’s financial statements and the review of that audit by PIR’s Board of Directors;
FURTHER RESOLVED: The Audit Committee recommends that the Audit Committee Charter be amended and restated to indicate that the Audit Committee has the responsibility to review annual disclosure forms submitted in accordance with the Internet Society’s Conflict of Interest Policy, and to report at least annually to the Board of Trustees of the Internet Society.
FURTHER RESOLVED: That the Amendment to the Audit Committee Charter be submitted to the Board of Trustees for acceptance.

Mr. Fältström seconded and carried the motion, and the resolution passed unanimously.

Mr. Kapfer had previously notified the Audit Committee that final audited statements were not yet available from Grant Thornton. Therefore, the final audited statements would be presented to the Audit Committee of standing shortly, whereupon a further report to the Board and recommendation for acceptance could be made.

Adjournment

Dr. Hardie then asked if there was any further business to be brought forward. There being no further business, Mr. Fältström moved that the meeting of the Audit Committee be adjourned. Mr. Echeberria seconded. The motion was carried, and the meeting was adjourned.

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