Minutes | Meeting of the Audit Committee of the Board (BAC) | 19 December 2023

BAC Attendees: Catherine Adeya, Christian Kaufmann, Sajid Rahman (Chair), and Katrina Sataki

BAC Member Apologies: Alan Barrett

Other Board Member Attendees: Sally Costerton and James Galvin

ICANN org Attendees: Xavier Calvez (SVP, Planning and Chief Financial Officer), Franco Carrasco (Board Operations Manager), Elizabeth Le (Associate General Counsel), Becky Nash (VP, Planning), Shani Quidwai (Sr. Director Finance), and Amy Stathos (Deputy General Counsel)

Invited Guests: Representatives from independent audit firm and BAC Independent Adviser

The following is a summary of discussions, actions taken and actions identified:

1. Agenda review – The Chair welcomed the new members to the BAC and then reviewed the agenda for the meeting.
2. Work Plan – The Committee reviewed the work plan for the year.
3. Presentation form ICANN's Independent External Audit Firm - The BAC received a presentation regarding the FY24 audit from the independent audit firm that conducted ICANN's FY23 audit. As the audit firm has not yet been engaged for the FY24 audit, its representatives presented the BAC with a proposed plan for the FY24 audit, including the audit approach, scope, anticipated timeline, and deliverables. The audit firm reported that, as usual, the audit will include evaluating the financial statements in accordance with applicable accounting principles and determining if those statements accurately reflect ICANN's financial state. The audit firm also informed the Committee of a new accounting standard this year relating to the way organizations evaluate impairment of financial assets which replaces the long-standing incurred loss model used in calculating credit losses.

4. Engagement of Audit Firm for FY24 – Following the presentation from the audit firm that performed ICANN's FY23 audit, the Committee discussed the audit firm assessment process that ICANN org undertook of the FY23 audit firm. The Committee was satisfied with the assessment and agreed to recommend that the Board approve the engagement of the firm that undertook the FY23 audit for the FY24 audit.

   • Action: ICANN org to prepare relevant Board materials.
5. AOB – The Chair identified, and the Committee agreed, Christian Kaufmann to serve as the Audit Committee Chair alternate in the event that the Chair is unavailable for a meeting, or recuses himself from presiding over a matter, or is otherwise unavailable to fulfill his role as Chair.