ICANN: Call for Expressions of Interest for Independent Financial Expert to Audit Committee

By September 22, 2010 Governance No Comments

ICANN logoICANN is seeking expressions of interest to serve as an external independent Financial Expert to the Board Audit Committee.

Background

ICANN’s Board Audit Committee is responsible for reviewing the annual financial report of ICANN’s operations and financial position and overseeing ICANN’s internal financial and accounting controls and procedures. Over the past few years, the Audit Committee has been seeking to adopt many of the best practices adopted by private company Audit Committees in an effort to continually improve such controls and procedures. One such practice is the use of an external volunteer to serve at the pleasure of the Audit Committee as an independent consultant to provide financial expertise, advice and assistance on questions related to ICANN’s financial statements (the “Financial Expert to Audit Committee”).

Given that the introduction of new gTLDs will potentially add a new level of complexity to these controls and procedures, the Audit Committee would like to adopt this best practice within the next six months. At the current time, it is not expected that the Financial Expert will attend every Audit Committee meeting, but rather, will serve at the pleasure of the Audit Committee to discuss or analyze issues upon which such Expert has experience and which the Audit Committee deems appropriate.

The following non-inclusive factors for consideration and evaluation of Expressions of Interest to serve as the Financial Expert to the Audit Committee:

Key Responsibilities

  • Be available to attend meetings of the Board Audit Committee (typically four to six per year), either telephonically or in person at the Board Audit Committee’s request and discretion. (Each committee meeting typically lasts 90 to 120 minutes. At a minimum, generally the Board Audit Committee meets in person during each of the three annual International Public meetings held in different locations around the world and the Financial Expert to Audit Committee may be asked to attend one or more of these meetings.)
  • Provide oral or written reports to the Audit Committee summarizing observations or analyses, as necessary.
  • Review materials circulated prior to Board Audit Committee meetings.
  • Be available by email or phone call to Board Audit Committee to advise on issues related to the duties of the Audit Committee.
  • Assist Board Audit Committee in its oversight of ICANN’s financially-related risks.
  • Other duties as assigned or requested.

Proposed Qualifications

  1. Certified CPA (or equivalent) with a minimum of 15 years experience in accounting, with an understanding of generally accepted accounting principles (“GAAP”) and financial statements, as well as non-US-based accounting principles including International Financial Reporting Standards, with the ability to assess the general application of such principles in connection with the accounting for estimates, accruals, and reserves.
  2. Served on or consulted with both not-for-profit and for-profit Audit Committees.
  3. Experience analyzing financial statements and accounting and financial controls for both for-profit and not-for-profit businesses similar to ICANN in both size and industry.
  4. Expertise with Audit Committee best practices for for-profit and not-for-profit companies.
  5. Fluency in English required.
  6. Proven ability to communicate complex information and concepts, both orally and in writing.
  7. Knowledge of the Internet and Domain Name System preferred.
  8. Independent from ICANN’s accounting firm, Independent Audit firm, Internal Audit function provider, and other ICANN-contracted parties.
  9. Independent from ICANN staff and ICANN’s Sponsoring Organizations and Advisory Committees.
  10. No conflicts of interest.

Compensation and Reimbursement

The Financial Expert to the Audit Committee will be a voluntary position and will not receive compensation for his or her time or expertise. All reasonable expenses for work performed as the Financial Expert to the Audit Committee shall be paid for by ICANN. These expenses may include, but are not limited to, travel costs incurred due to work for ICANN including airfare, lodging, meals, and ground transportation.

Timing

The goal is to identify potential candidates in sufficient time for staff to make a presentation about the top candidates to the Audit Committee at the ICANN International Public Meeting in Cartagena, December 2011 and for the consultants to be engaged during the first quarter of 2011.

Expressions of Interest

Expressions of Interest should be sent to auditcomm-finex@icann.org no later than 20 October 2010.

This ICANN announcement was sourced from:
icann.org/en/announcements/announcement-21sep10-en.htm