Minutes - Regular Meeting of the PTI Board | 13 March 2018
A Regular Meeting of the PTI Board of Directors was held in San Juan, Puerto Rico on 13 March 2018 at 12:15 pm local time.
The following Directors participated in all or part of the meeting: Akram Atallah, David Conrad, Lise Fuhr (PTI Chair), Kim Davies (PTI President) and Wei Wang.
Secretary: Samantha Eisner (PTI Secretary).
The following Executives and Staff participated in all or part of the meeting: Becky Nash (PTI Treasurer); Wendy Profit (Board Operations Specialist (ICANN)).
The Chair called the meeting to order and introduced the agenda.
Minutes of Prior Meeting
The PTI Board approved the following resolution:
Resolved (PTI2018.03.13.01) the minutes of the 26 January 2018 meeting are approved.
All members in attendance approved of Resolution PTI.2018.03.13.01.
Appointment of Independent Auditor
Becky Nash introduced the resolution to the Board, noting that the PTI Audit Committee recommended to the Board that it appoint BDO as the independent auditor for the fiscal year ending 30 June 2018. The PTI Audit Committee had reviewed the prior year’s engagement and considered the process well managed. In addition, the ICANN Board will be considering the appointment of BDO as the independent auditor for ICANN, and there are efficiencies in having the same auditor performing ICANN’s and PTI’s audit given the affiliate membership structure of PTI.
The Chair confirmed with Becky that the ICANN Board was considering a formal recommendation for the selection of BDO.
The Board then took the following action:
Whereas, ARTICLE 9 Section 9.1 of the PTI Bylaws ([https://pti.icann.org/bylaws) requires that after the end of the fiscal year, the books of PTI must be audited by certified public accountants, which shall be appointed by the Board.
Whereas, the Board Audit Committee has discussed the engagement of the independent auditor for the fiscal year ending 30 June 2018, and has recommended that the Board authorize the President and CEO, or his designee(s), to take all steps necessary to engage BDO LLP and BDO member firms.
Resolved (PTI2018.03.13.02), the Board authorizes the President and CEO, or his designee(s), to take all steps necessary to engage BDO LLP and BDO member firms as the auditors for the financial statements for the fiscal year ending 30 June 2018.
RATIONALE FOR RESOLUTION PTI2018.03.13.02:
The audit firm BDO LLP and BDO member firms were engaged for the ICANN annual independent audits of the fiscal year end 30 June 2014 through fiscal year end 30 June 2017, and for the PTI independent audit of fiscal year end 30 June 2017. Based on the report from staff and the Audit Committee’s evaluation of the rationale, the committee has unanimously recommended that the Board authorize the President and CEO, or his designee(s), to take all steps necessary to engage BDO LLP and BDO member firms as PTI’s annual independent auditor for the fiscal year ending 30 June 2018 for any annual independent audit requirements in any jurisdiction.
The engagement of an independent auditor is in fulfilment of PTI's obligations to undertake an audit of PTI's financial statements. This furthers PTI's accountability to its Bylaws and processes, and the results of the independent auditor’s work will be publicly available. There is a fiscal impact to the engagement that has already been budgeted. 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.
All Board members in attendance approved of Resolution PTI2018.03.13.02.
Remedial Action Procedures
The PTI President provided an update on the development of the remedial action procedures with the Customer Standing Committee, which is the procedure that will be followed if there are performance issues in delivering the IANA naming functions. The procedures were drafted by a small working team, and they have been shared with full CSC for review. The procedures involve escalation to both the PTI and ICANN Boards, and so staff is sharing with each of the Boards to provide an opportunity for feedback prior to ratification of the procedures. The PTI President walked the PTI Board through the proposed procedure, emphasizing that there is an expectation that the PTI management will keep the PTI Board fully informed during the development of the corrective action plan called for in the procedure. The PTI President noted that while the PTI Board does not need to ratify the procedure document, this is an opportunity for feedback, as the CSC is awaiting inputs before formal approval.
The Chair confirmed with the PTI President that the ICANN Board was provided the same window for review, and confirmed that a two-week comment period would work.
David Conrad asked whether there was any contingency available in the event that the service issue is time sensitive and the full timeframe set forth in the procedures might be too long if there is a critical failure.
The PTI President confirmed that there was nothing in the document that prohibits working on a much faster time schedule, as it the procedures set out maximum timeframes.
Akram Atallah noted that the time frames set out in the document are intended to allow people to come together, schedule a meeting and consider proper escalation paths, even if the issue can be addressed earlier. Akram noted that the ICANN Board has some concerns that the time frames might be too short for the setting of an ICANN Board meeting.
The PTI President reminded the Board that the remedial action procedures are not for addressing individual performance issues, but more about overall performance concerns, so we wouldn’t expect individual time-sensitive issues to be elevated to this process.
The Chair requested that there be a documented internal procedure for when the PTI President receives a request to initiate the remedial action procedures that the PTI Board is informed as part of standard operating procedures. The PTI President agreed to codify such an internal procedure.
David and the Chair each noted that having contact emails specified for notices would improve the document.
The PTI Board agreed to provide comments back to the CSC within two weeks on the remedial action procedures.
The PTI President provided a high-level report on PTI performance, noting that the numbering resources and IETF SLAs have been met at 100% since the Board last met. With respect to the naming SLAs, there have been a few minor breaches of the SLA, but none deemed material by the CSC, which has continued to give PTI a satisfactory performance rating. The naming SLA issues are related to long-standing issues, and the CSC has been considering how to lengthen the SLA at issue. PTI is also considering how it can optimize its technical systems.
The PTI President also reported that PTI has also been working with ICANN organization on compliance issues with respect to the European Union’s General Data Protection Regulation, and how the GDPR impacts the data that PTI processes and displays. The PTI President noted that conversations are starting with the IETF regarding the information collected and displayed for the protocol parameter registries. On the whole, there do not appear to be significant changes to PTI’s operations to come into compliance with the GDPR.
On the annual survey, the PTI President reported that the response to the results has been positive.
The Technical Director job specification was recently posted. Recent outreach events include the APRICOT meeting, and there is upcoming outreach at the IETF meeting.
The PTI President reported that the SOC2 audit for 2017 was completed with no exceptions. The SOC3 audit report, which reviews how PTI manages the root zone KSK, is expected at the end of March. The audit firms are changing for the coming year, from Price Waterhouse Coopers, which has been performing this work since 2010, to RSM. The PTI staff is working to bring RSM up to date.
One operational issue the PTI President reported might arise in conversation is PTI’s work with the IAB relating to the .ARPA zone, where there is discussion to serve .ARPA under different name servers. This effort requires study and public discussion of a proposal. Further information will be provided as available. The .ARPA is purely for technical protocols, and is not designed for registrations.
David Conrad passed along a comment he’d received from the community that PTI should take a stronger lead in the KSK rollover effort that is being run out of his Office of the Chief Technical Officer at ICANN. David noted that he will support whatever is best.
The PTI President noted that the conversation on the staffing and resources for the KSK rollover is productive, and it’s worth thinking about how to address those concerns.
Wei Wang asked if .INT is also running on the same root servers.
The PTI President confirmed that .INT is running on separate name servers, not root servers, and it is operated more conventionally like another gTLD, though one that does not have registrars. It does not create overlap with the root server operations.
Update on 501(c)(3) Application
The PTI Secretary provided an update on the filing of the application for 501(c)(3) status with the U.S. Internal Revenue service. The draft has been carefully constructed to describe PTI’s status in relationship to ICANN, as PTI is seeking recognition as a tax-exempt entity as a supporting organization to ICANN.
Akram asked how long it will take to hear back once the application is filed.
The PTI Secretary noted that a six-month window is anticipated, but not guaranteed. PTI may continue to operate with the expectation it will receive 501(c)(3) status while the application is pending.
The PTI Board then proceeded to an executive session to discuss sensitive employment matters.
The Chair then called the regular portion of the meeting to a close.