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ICANN Resolutions » Appointment of Auditors – non-US locations (pending Audit Committee approval of recommendation)

Important note: The Board Resolutions are as reported in the Board Meeting Transcripts, Minutes & Resolutions portion of ICANN's website. Only the words contained in the Resolutions themselves represent the official acts of the Board. The explanatory text provided through this database (including the summary, implementation actions, identification of related resolutions, and additional information) is an interpretation or an explanation that has no official authority and does not represent the purpose behind the Board actions, nor does any explanations or interpretations modify or override the Resolutions themselves. Resolutions can only be modified through further act of the ICANN Board.

Appointment of Auditors – non-US locations (pending Audit Committee approval of recommendation)


Resolution of the ICANN Board
Topic: 
Board approval of Appointment of Auditors - non-US locations
Summary: 

Audit Committee recommend that the Board authorize the President and CEO, or his designee(s), the authority to take all necessary actions to engage one or more BDO member firms to serve as ICANN's independent auditor in any location

Category: 
Administration and Budget
Board
Meeting Date: 
Wed, 3 Dec 2014
Resolution Number: 
2014.12.03.01
Resolution Text: 

Whereas, Article XVI of the ICANN Bylaws (http://www.icann.org/general/bylaws.htm) requires that after the end of the fiscal year, the books of ICANN must be audited by certified public accountants, which shall be appointed by the Board.

Whereas, in addition to the Bylaws required audit, financial statement audits may be required in other various locations where ICANN is present, which will require independent auditors registered in those locations.

Whereas, both staff and the Audit Committee recommend that the Board authorize the President and CEO, or his designee(s), the authority to take all necessary actions to engage one or more BDO member firms to serve as ICANN's independent auditor in any location where financial or audit services are required, so long as ICANN continues to use BDO USA LLP as our independent auditors for the Bylaws-mandated financial statement audit

Resolved (2014.12.03.01), the Board authorizes the President and CEO, or his designee(s), to engage one or more BDO member firms to serve as ICANN's independent auditor in any location where financial or audit services are required, so long as ICANN continues to use BDO USA LLP as our independent auditors for the Bylaws-mandated financial statement audit.

Rationale for Resolution: 

The engagement of an independent audit firm is in fulfillment of ICANN's Bylaws' obligation to undertake the annual independent audit of its financial statements. This furthers ICANN's accountability to its Bylaws and processes, and the results of the independent audit firm's work are publicly available.

ICANN engaged BDO USA LLP as its annual independent audit firm for its FY14 audit, as a result of an extensive RFP process that included notably the assessment of the presence of each responding audit firm across the world and in the countries where ICANN has offices. In that respect, staff's assessment concluded that the network of BDO member firms was present in many countries and had a strong presence in the countries where ICANN has offices.

Staff has identified the need to perform annual independent audits, for statutory purposes, in Singapore where ICANN has a hub office. Staff also considers it possible that audit requirements arise in the future in other locations where ICANN is or will be present.

For efficiency and coordination purposes, it is strongly preferred, as it is a best practice, to have financial audits in various locations performed by a well-integrated audit firm with worldwide presence.

As noted above, BDO USA LLP was selected to perform ICANN's Bylaws-mandated audit, partially as a result of staff concluding that the BDO network of member firms had a strong worldwide presence. In order to capitalize on this global footprint, both the staff and the Audit Committee have recommended that the Board authorize the President and CEO, or his designee(s), to engage one or more BDO member firms to serve as ICANN's independent auditors in any location where financial or audit services are required, so long as ICANN continues to use BDO USA LLP as our independent auditors for the Bylaws-mandated financial statement audit.

There is a fiscal impact to the engagement, but that has already been budgeted for in the FY15 budget. There is no impact on the security or the stability of the DNS as a result of this appointment. This is an Organizational Administrative Function not requiring public comment.