A meeting of the Finance Committee of the Internet Society (ISOC) was held on Wednesday, September 28, 2011 at 12:00 UTC. In attendance were Eva Frölich, ISOC’s Treasurer and Chair of the Finance Committee, Bert Wijnen, and Jason Livingood as members of the Finance Committee.
Also in attendance were Lynn St.Amour, ISOC’s President and Chief Executive Officer, Greg Kapfer, Chief Financial Officer, Scott Hoyt, Vice President of Strategic Communication & Business Planning, Sandra Spector, Finance Director and Celia Roady, Partner with Morgan Lewis.
Call to Order
Eva called the meeting to order. As all the members of the Finance Committee were in attendance, a quorum was present for the meeting.
Formation of Internet Society Asia Ltd.
Greg explained the reasons for forming Internet Society Asia Ltd. which included expanded presence and increased fundraising ability in Asia. Eva questioned why Singapore was chosen and Greg responded that the large city, major airport and presence of potential corporate members were contributing factors. He also pointed out that this also took into account the acceptable relocation options for our Asia Bureau head.
Celia then explained that under Singapore corporate rules, the new company would be a non-stock company. Directors of Internet Society Asia Ltd. are the voting body, of which Lynn, Greg, Raj Singh, and two local individual would comprise the initial Directors. Eva asked about Director replacement in a worst case scenario. Celia informed the Committee that she is drafting a license agreement that would be the operative control document for the Singapore company.
Greg reiterated that the formation of the entity created no additional liability for ISOC, and that the use of the entity would be brought before the Board in October.
The Finance Committee asked that future corporate actions be brought before the Board of Trustees. The Finance Committee agreed with the formation of the Singapore Company, so long as no further action was taken with regard to the company until presented to the ISOC Board of Trustees.
Proposed 2012-2014 Business Plan and 2012 Budget
Lynn guided the Finance Committee through a summary of the draft Business Plan. The Committee expressed appreciation for the information provided, and made suggestions for improvements and asked questions of Lynn and Greg. Eva suggested in future years that major areas of resource commitment and focus be brought before the Board for discussion at an earlier time in the planning process. Lynn agreed with the suggestion. Bert suggested that items that might be further communicated to the Board of Trustees prior to the meeting in Darkar were the DoHub, deliberative poll recommendations, and a discussion of overall ISOC staffing.
Greg asked the Committee for advice on the level of details that should be provided to the full Board of Trustees. At the Committee’s suggestion, Lynn agreed to write the Trustees to outline the involvement of the Finance Committee during this transitionary year, and assess the wishes of the full Board.
Currency Fluctuation Protection Recommendation
Greg explained the currency diversification options he had investigated and suggested Internet Society purchase forward contracts offered by SunTrust Bank. These purchase contracts would be for the future purchase of Swiss francs, and approximate the monthly Swiss and Euro expenditures of ISOC for 2012. Greg explained that the USD-CHF exchange rate had improved over the past several weeks, and that locking in exchange rates would help eliminate the potential impact of currency fluctuations on ISOC’s 2012 budget. After discussion, the Finance Committee agreed that these currency diversification efforts were appropriate and asked Greg to proceed.
AOB
Eva called for any other business. There being no other business, the meeting was adjourned at 13:10 UTC.
All Board Finance Committee Meeting Minutes