A meeting of the Audit Committee of the Internet Society (ISOC) was held on Tuesday, September 24 at 13:00 UTC. In attendance were Eric Burger, Chair of the Audit Committee, and Alain Aina, Narelle Clark, Raul Echeberia as members of the Audit Committee.
Also in attendance were Lynn St.Amour, ISOC’s President and Chief Executive Officer, Greg Kapfer, Chief Financial Officer, Sandra Spector, Director of Finance, Jean Lee, Staff Accountant, Mary Torretta, Not-for-Profit Tax Manager at Grant Thornton and Lisa Lipsky, Not-for-Profit Audit Partner at Grant Thornton.
Call to Order
Eric called the meeting to order.
Review of ISOC’s Annual Form 990 Tax Return Filing
Greg summarized that one role of the Audit Committee was to review ISOC’s U.S. information return(Form 990) in accordance with U.S. Internal Revenue Service guidelines and according to the Charter of the Committee. A draft copy of the return had been supplied to the Committee on September 9th, Ms. Torretta summarized the purpose of the Form 990 and then reviewed each part of the 990 and supporting Schedules. The Committee asked a number of questions which were answered by either Ms. Torretta or by management. Greg explained that the process for filing the tax return included noting in these minutes that the Audit Committee had performed a detailed review of the tax return, whereupon the full tax return in its final form would be supplied to each of the members of ISOC’s Board of Trustees. The return will then be signed by both Greg and Grant Thornton, and filed with the Internal Revenue Service.
The Committee then reviewed and accepted ISOC’s 2012 U.S. information return (Form 990). A copy will also be sent to all Trustees prior to its filing.
The Committee then directed the staff to post Form 990 on Internet Society’s website. The Committee also asked ISOC staff to prepare a 990 Frequently Asked Question list that would be posted to further support the information in the return.
The representatives from Grant Thornton left the meeting.
Review of Conflict of Interest Disclosure
The Committee reviewed a recent revision to a Conflict of Interest Disclosure from one member of the Board of Trustees. The Committee discussed the disclosure and acknowledged a change in employment of the Trustee, who is now a member of the management team of an I* entity. The Committee will ensure that the Board of Trustees and the Board Chairperson are aware of this relationship, so the Board could be aware and determine any potential conflict on a topic by topic basis.
Review of Audit Committee Charter;
The Committee reviewed the charter to ensure that all Responsibilities and Duties had been met. The Committee agreed that all requirements of the Committee had been met. The Committee discussed that the potential formation of a Board Governance Committee, which would necessitate a review of the responsibilities of the Audit Committee in areas such as Risk Management. Therefore, the Committee agreed to review the Audit Committee Charter later in the year.
AOB
Eric called for any other business.
Audit and Tax Service
Greg recommended that the Committee approve the engagement of Grant Thornton for 2013 audit and tax services. After discussion, the Committee agreed to appoint Grant Thornton, and requested that the staff solicit an engagement and fee proposal from the accounting firm.
With no further business, the meeting was adjourned at 14:00 UTC.
All Board Audit Committee Meeting Minutes