Preliminary Report | Annual Meeting of the PTI Board | 09 November 2016

Formal Minutes are still to be approved by the PTI Board.

Note: This has not been approved by the PTI Board and does not constitute minutes but does provide a preliminary attempt setting forth the unapproved reporting of the resolutions from that meeting. Details on voting and abstentions will be provided in the Minutes, when approved at a future meeting.

NOTE ON ADDITIONAL INFORMATION INCLUDED WITHIN PRELIMINARY REPORT – ON RATIONALES – Where available, a draft Rationale for each of the Board’s actions is presented under the associated Resolution. A draft Rationale is not final until approved with the minutes of the Board meeting.

The Annual Meeting of the PTI Board of Directors was held in Hyderabad, India on 9 November 2016 at 12:30 local time.

Jonathan Robinson, Chair of the PTI Board, promptly called the meeting to order.

In addition to the Chair, the following Directors participated in all or part of the meeting: Akram Atallah, David Conrad, Lise Fuhr and Elise Gerich.

Secretary: Samantha Eisner (PTI Secretary).

The following Executives and Staff participated in all or part of the meeting: Susanna Bennett (Chief Operating Officer (ICANN)); Xavier Calvez (Chief Financial Officer (ICANN)); Trang Nguyen (Senior Director, Strategic Programs (ICANN)); Wendy Profit (Board Operations Specialist (ICANN)).

This is a Preliminary Report of the Annual Meeting of the PTI Board, which took place on 9 November 2016.

1. PTI Audit Committee Charter and Composition
   • Rationale for Resolution PTI.2016.11.09.01
2. PTI Board Meeting Schedule
3. Reporting to the PTI Board
4. Board Leadership and Officer Election
   • Rationale for Resolution PTI2016.11.09.02 - 04
5. Update from Meeting with the Nominating Committee

1. PTI Audit Committee Charter and Composition

   The Board discussed the preferred size of the Audit Committee, as well as the preferred meeting cadence for the Audit Committee, including the recommendation of auditors, review of the independent auditor report, and a session to review the Committee’s activities for the year.  The Board also discussed the composition of the Audit Committee, and noted that while there was no legal requirement for separation of roles, it is preferable for the Chair of the Audit Committee to be a separate person from the Chair of the Audit Committee. 

   The PTI Board then took the following action:

   Resolved (PTI2016.11.09.01), the PTI Board adopts the PTI Board Audit Committee Charter and appoints the following members to the PTI Board Audit Committee:

   • Lise Fuhr, Chair
   • Akram Atallah
   • Jonathan Robinson

   All members of the PTI Board approved of Resolution PTI.2016.11.09.01.

   Rationale for Resolution PTI.2016.11.09.01

   The PTI Board takes this action today to fulfil PTI’s Bylaws and legal obligations.  For sound governance, PTI is required to have an Audit Committee.  The Audit Committee has primary responsibility for recommending to the Board the appointment of the Independent Auditor that will annually audit PTI’s financial statements.  The Audit Committee will also review the audited financial statements and discuss the audit finding with the Independent Auditor, including considerations of the financial affairs of the organization.  Because ICANN and PTI are subject to the same laws based on having the same corporate form (California Nonprofit Public Benefit Organization operating for charitable purposes), a charter for the PTI Board Audit Committee has been drafted based on ICANN’s Audit Committee Charter.

   This action does not impact the security, stability or resiliency of the Internet DNS.  There are no impacts on the financial resources of PTI as a result of this action; instead it is a key action to support healthy financial controls.

2. PTI Board Meeting Schedule

   The PTI Board discussed its preferred meeting schedule for 2016, to take into account the required decisions it must take such as budget approval, appointment of independent auditors, annual meeting requirements, and preferred timing around the ICANN public meetings.  The Board also discussed the potential timing for a visit to the Los Angeles office for the two independent directors to see the PTI operations.  The PTI Board agreed on the proposed schedule, and looks forward to more specific dates to be calendared for each of those six meetings.

   No resolution was taken.

3. Reporting to the PTI Board

   The President provided an overview of proposed operational reporting to the PTI Board.  The Board also discussed the need for updates on meetings with the various operational communities to provide feedback on how PTI is servicing its customers. The Board will also receive regular reporting on finance and key organizational updates, on a quarterly basis.

   The Board also noted that a key aspect that will need to be worked out in the coming months is how the PTI Board communicates with the ICANN Board and provides reporting, and meet the spirit of accountability and transparency requested from the community.

   No resolution was taken.

4. Board Leadership and Officer Election

   The PTI Board discussed its annual meeting needs.  Lise Fuhr nominated Jonathan Robinson to serve as the Chair of the Board.  The Chair also noted the recommendation for the officers to be reappointed. 

   The PTI Board then took the following action:

   Resolved (PTI2016.11.09.02), the PTI Board confirms this meeting as the Annual Meeting of the PTI Board.

   Resolved (PTI2016.11.09.03) elects Jonathan Robinson as the PTI Board Chair.

   Resolved (PTI2016.11.09.04) the PTI Board elects the following officers of PTI:

   • Becky Nash, PTI Treasurer
   • Samantha Eisner, PTI Secretary

   All members of the PTI Board approved of Resolutions PTI2016.11.09.02 and PTI2016.11.09.04.  Four members of the PTI Board approved of Resolution PTI2016.11.09.03, and Jonathan Robinson abstained from voting on the Resolution.  All Resolutions carried.

   Rationale for Resolution PTI2016.11.09.02 - 04

   The PTI Board takes this action today in fulfilment of the PTI Bylaws that require the Board to convene an Annual Meeting and make elections at the Annual Meeting.

   This action does not impact the security, stability or resiliency of the Internet DNS.  There are no impacts on the financial resources of PTI as a result of this action.

5. Update from Meeting with the Nominating Committee

   The Chair reported on a meeting that he and Lise Fuhr had with the ICANN Nominating Committee regarding the selection of two directors for the PTI Board in 2017.  The Board also discussed a proposed skill set identification document for the Nominating Committee, developed off of a document that the ICANN Board provides annually to the Nominating Committee, and how that document may need to be modified to account for PTI’s needs.  The PTI Board agreed to review the skill set document by email after a revision of the introductory text.

   No resolution was taken.

The Chair called the meeting to a close.