Adopted Board Resolutions | Special Meeting of the PTI Board | 26 June 2017
- Approval of Minutes
- Modification of PTI Audit Committee Charter
Approval of Minutes
Resolved (PTI2017.06.26.01), the Board approves the minutes of the 6 April 2017 Special Meeting of the PTI Board.
Modification of PTI Audit Committee Charter
Whereas, the PTI Board must confirm that there is sufficient independence among members of the Audit Committee to meet California statutory requirements.
Whereas, under California law, Audit Committees may include non-Directors as voting members.
Resolved (PTI2017.06.26.02), the PTI Board approves the revised Audit Committee Charter that will allow for the appointment of a non-Director voting member to serve on the Audit Committee when neither of the community-selected PTI Board Directors has the appropriate level of independence to serve on the Audit Committee.
Resolved(PTI2017.06.26.03), the PTI Board directs the PTI President or her designee to coordinate conversations with potential candidates with financial expertise to serve as the non-Director voting member of the Audit Committee during this time when neither community-selected Director may serve on the Audit Committee.
RATIONALE FOR RESOLUTIONS PTI201706.26.02-03:
California law requires that audit committees not have members that "have a material financial interest in any entity doing business with the corporation." While independence can exist for those who are employed by ICANN (but not PTI), the two community-selected Directors each have interests in registries that do business with PTI such that they cannot be considered independent. As a result, the PTI Audit Committee cannot be properly comprised under the current Charter composition.
California law also allows an organization to appoint a non-Director to serve as a voting member of the Audit Committee as a way to address the need for independence. Today's action allows PTI to use this independent Audit Committee member as a way to comprise its Audit Committee. This tool will only be available when needed, that is when neither community-nominated Director has sufficient independence to serve on the Audit Committee. The independent member will serve in the community-nominated Director's stead, and would balance the presence of ICANN-selected Directors on the Audit Committee.