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, June 27, 2008 at 13:00 in Paris, France. In attendance were Glenn Ricart, ISOC’s Treasurer and Chairman of the Audit Committee, Patrik Fältström and Ted Hardie as members of the Audit Committee, and as members of ISOC’s management team Lynn St.Amour, President and Chief Executive Officer, and Greg Kapfer, Chief Financial Officer. Also in attendance by telephone were Lisa Lipsky, Partner, and Ron Weller, Engagement Manager from Grant Thornton.

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

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

Mr. Waller then outlined the scope of the audit and the timeline for the audit. Mr. Waller explained that there were no misstatements noted. One entry suggested by Grant Thornton, related to the recognition of the rent for the current Reston space with a total financial impact of $4,899 that would have also impacted prior year statements, was considered immaterial by management and not recorded. Mr. Waller further stated that ISOC’s accounting policies were consistently applied and that there were no difficulties encountered during the audit.

Mr. Waller then delivered a high level overview of the audited statements. He noted that the statements were presented for 2007 only, since this is the first year of Grant Thornton’s role as independent auditors.

Ms. Lipsky then discussed with the Audit Committee any control deficiencies noted during the audit. Grant Thornton noted no significant deficiency or material weakness in ISOC’s internal controls. However, Ms. Lipsky identified several control deficiencies of lesser magnitude. Management agreed to institute procedures to strengthen internal controls in these areas. The Committee asked Mr. Kapfer to report back to the Committee regarding steps taken within sixty (60) days, and to supply this report at least two (2) weeks prior to the September 15 Board of Trustees teleconference.

Ms. Lipsky then asked the Committee to enter into Executive Session in accordance to accounting requirements. The Committee excused Mr. Kapfer and Ms. St.Amour for this session. At the conclusion of the Executive Session, Mr. Kapfer and Ms. St.Amour returned to the meeting.

Acceptance of the Audited Statements for 2007, as presented by Grant Thornton

Dr. Ricart called for a motion for acceptance of the Audited Financial Statements for 2007, as presented by ISOC’s independent auditors. Mr. Hardie presented the following resolution:

Resolution: Acceptance of 2007 Audited Financial Statements.

RESOLVED: The Audit Committee hereby accepts the 2007 Audited Financial Statements, as presented by Grant Thornton, and

FURTHER RESOLVED: That the Audited Financial Statements be forwarded to the Board of Trustees with the Audit Committee’s recommendation for approval.

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

Adjournment

Dr. Ricart 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. Hardie seconded. The motion was carried, and the meeting was adjourned.