Minutes | Meeting of the Audit Committee of the Board (BAC) | 10 December 2024

BAC Attendees: Catherine Adeya (Chair), Christian Kaufmann, Patricio Poblete, and León Sánchez.

BAC Member Apology: Maarten Botterman

Other Board Member Attendee: James Galvin

ICANN org Attendees: Xavier Calvez (SVP, Planning and Chief Financial Officer), Franco Carrasco (Board Operations Manager), Margarita Palange (Director, Accounting), Shani Quidwai (VP, Finance), and Amy Stathos (Deputy General Counsel)

Invited Guest: BAC Independent Adviser

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

1. BAC Work Plan – The Committee reviewed its work plan for the next 12 months.
2. Engagement of Audit Firm for FY25 – The org presented the external audit firm assessment results that it undertook following the FY24 audit. The org reminded the Committee of the audit firm rotation guidelines previously agreed in September 2021, and discussed the various points relating to audit firm and audit partner rotation. The org pointed out that FY25 will be the fourth year that the current firm has performed the annual external audit for ICANN. Following discussion, the Committee was satisfied with the org's FY24 audit firm assessment and agreed to recommend that the Board approve the engagement of the same firm the FY25 audit.
   • Action: ICANN org to prepare relevant Board materials.
3. Executive Interview Process – The BAC discussed the executive interview process pursuant to which the Committee meets with an org executive without any other staff in attendance. The org noted for new members of the Committee that this interview process is a best practice and provides the Committee with the chance to get insight and input from leaders of the organization with whom the Committee may not regularly communicate. The Committee then discussed how insights from these sessions might be shared with other Board members and possible ways to create more uniformity in the interviews. Following discussion, the BAC agreed to consider suggestions and explore ways to improve the structure and feedback mechanisms, while not compromising the purpose of the interviews.
4. AOB
   • BAC Chair Alternate - The Chair identified Christian Kaufmann to serve as the BAC Chair alternate in the event the Chair is unavailable for a meeting or is otherwise unavailable to fulfill her role as Chair.