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BAC Attendees: Catherine Adeya (Chair), Maarten Botterman, Patricio Poblete, and León Sánchez.

BAC Member Apology: Christian Kaufmann

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

Invited Guest: Representatives from independent audit firm and 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. Presentation from External Audit Firm re. FY25 Audit – The BAC received a presentation from the independent audit firm with a proposed plan for the FY25 audit, including the audit approach, scope, anticipated timeline, and deliverables. The audit will include evaluating the financial statements in accordance with applicable accounting principles and determining if those statements accurately reflect ICANN's financial state. The firm anticipated that it would complete its field work by August 2025 and should be able to issue its opinion by September 2025. The audit firm reported that there are no changes to the accounting standards this year, which makes the audit process consistent with the prior year. The BAC discussed the criteria for determining materiality, which is based on quantitative and qualitative factors, such as total assets, revenue, and expenses. The BAC was provided an overview of ICANN's funding model and revenue recognition process and their audit implications. The audit firm's focus will be on ensuring revenue is properly recognized in accordance with accepted accounting principles and not on cash flow.

3. BAC Independent Discussion with Independent Audit Firm – The BAC had a discussion without ICANN org audit staff present.

4. Re-appointment of Independent Adviser to BAC – The BAC discussed the reappointment of the current independent adviser to the BAC. ICANN org reported that the current adviser has served as an independent adviser to the BAC since 2023 and the org has found the adviser to be competent and well-suited to support the BAC with the independent financial advice it has sought in the past. The BAC discussed establishing periodic meetings with the adviser to improve communications and ensure the BAC receives timely advice. Following discussion, the BAC agreed to proceed with re-appointing for another year the current independent adviser to the BAC.

   • Action: ICANN org to take steps necessary to engage the current independent adviser for another year.

5. AOB

   • Executive Interview Process – The BAC discussed the potential candidates for executive interviews. The Chair noted that the BAC has the discretion to decide whom to select for interviews. The BAC, following discussion, selected interviewees and asked ICANN org to provide guidance on the final list of interviewees. The BAC also discussed what the interviews should focus on and asked ICANN org to discuss and provide guidance on how to proceed with the interviews.

     • Action: Org staff to provide guidance via email about upcoming Executive interviews.