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 Tuesday, 27 May, 2014 at 12:00 UTC. In attendance were Eric Burger, Chair of the Audit Committee, Alain Aina and Narelle Clark as members of the Audit Committee. Raúl Echeberría sent his regrets.

Also in attendance were Kathy Brown, 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 Gina Devine.

Call to Order

Eric called the meeting to order, as a quorum was present.

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 unmodified opinion. Ms. Lipsky noted that the term “unmodified” has replaced “unqualified” to state the issuance of a clean opinion.

Ms. Lipsky then outlined the scope of the audit and the timeline for the audit. Ms. Devine reviewed the results of Grant Thornton’s review and noted that ISOC’s accounting policies were consistently applied. She 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 2013 PIR Audited Financial Statements in the latter half of June or early July.

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 again pleased with the processes ISOC has in place.

Following the Executive Session, the management participants returned. Having completed their review of the 2013 Audit, the representatives from Grant Thornton left the meeting.

Eric thanked the Accounting staff on behalf of the Committee for exemplary work.

Subsequent to the meeting, based on finalized statements from Grant Thornton and subject to PIR’s Board acceptance of PIR’s audited statements, the Audit Committee accepted the consolidated audited statements, to be recommended to the ISOC Board of Trustees for their acceptance.

Electronic Security Preparedness

The Committee asked about ISOC’s electronic security preparedness, which Greg responded that ISOC was currently conducting an electronic security study as the first step in developing procedures and standards. Greg also noted that cyber liability coverage had been added to ISOC’s Professional Liability insurance policy.

AOB

As Grant Thornton has been ISOC/PIR auditors since the 2007 audit, the Committee recommended changing audit firms to ensure a broad and renewed perspective of ISOC’s financials. Greg stated that management planned a joint request for proposal with PIR for the 2014 audit.

Adjournment

With no other business, the meeting was adjourned at 11:00 UTC.