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PTI Audit Committee Charter

Revised on 26 June 2017

  1. Purpose

    The Audit Committee ("Committee") of the Board of Directors ("Board") of Public Technical Identifiers ("PTI") is responsible for:

    1. Recommending the selection of independent auditors to the Board;

    2. Receiving and reviewing status reports from independent auditors as required and recommended.

    3. Receiving, reviewing and forwarding to the Board the annual financial report of PTI's operations and financial position, the related footnotes, and the accompanying independent auditors' report.

    4. Overseeing PTI's internal financial and accounting controls and procedures, which are designed to promote compliance with accounting standards, and applicable laws and regulations.

  2. Scope of Responsibilities

    1. Recommending the selection of independent auditors to the Board.

      1. The Committee will recommend to the Board of Directors the selection of PTI's independent auditors and the annual fees to be paid for services rendered by the independent auditors.

      2. The Committee will review the proposed audit plan(s) developed the independent auditors.

      3. The Committee will periodically review the performance, qualifications and independence of the independent auditors, and recommend to the Board any proposed retention or discharge of the independent auditors.

    2. Receiving and reviewing status reports from independent auditors as required and recommended.

    3. Receiving, reviewing and forwarding to the Board the annual financial report of the independent auditors.

      1. The Committee will review PTI's annual financial statements and reports as required by law and PTI's Bylaws.

      2. The Committee will review and discuss the required communication from the independent auditor in relationship to the reliance on internal controls and the comments on those internal controls, if any.

      3. The Committee will forward to the Board and recommend acceptance of PTI's audited annual financial statements and reports and the annual financial management letter of the independent auditors, including Committee comments, if any.

    4. Overseeing PTI's internal financial and accounting controls and procedures designed to promote compliance with accounting standards, and applicable laws and regulations.

      1. The Committee will periodically review PTI's system of internal financial and accounting controls, including its financial risk assessment and financial risk management policies, including PTI's coordination with its sole member and parent company, Internet Corporation for Assigned Names and Numbers (ICANN), on any relevant insurance coverage obtained for PTI, and make recommendations for changes, if any. The Committee is not empowered to require ICANN to make modifications to its insurance coverage, but may provide recommendations to ICANN on such matters as it relates to coverage for PTI.

      2. The Committee will monitor the performance of PTI's accounting and financial reporting process, internal financial controls and financial audits.

      3. The Committee will oversee PTI's compliance with generally accepted accounting principles for nonprofit organizations, and with any legal or regulatory requirements related to: (i) PTI's accounting and financial management systems; and (ii) PTI's financial reports.

      5. In addition, the Committee may perform other duties or responsibilities, if any delegated to the Committee by the Board from time to time.

  3. Composition

    The Committee shall be comprised of at least two but not more than three Board Directors, as determined and appointed annually by the Board, each of whom shall comply with the Conflicts of Interest Policy. The members of the Committee shall serve at the discretion of the Board.

    Committee members must, to the extent practicable, be independent Directors of PTI, as determined by the policies and practices of the organization, and must include at least one Director nominated to the Board through the ICANN Nominating Committee (a "NomCom Director"). The Committee shall have access to financial expertise, preferably through the inclusion on the Committee of at least one voting Director with the requisite level of financial expertise as deemed acceptable by the Board. At the PTI Board's discretion, if there is no NomCom Director that is sufficiently independent, the PTI Board may select a person with financial expertise that is independent of ICANN or the PTI to serve as a member of the Committee in the stead of the NomCom Director. Both NomCom Directors must consent to the selection of this non-Director member, along with at least one of the ICANN-nominated Directors.

    Unless a Committee Chair is appointed by the full Board, the members of the Committee may designate its Chair from among the voting members of the Committee by majority vote of the full Committee membership.

    The Committee may choose to organize itself into subcommittees to facilitate the accomplishment of its work. The Committee may seek approval and budget from the Board for the appointment of consultants and advisers to assist in its work as deemed necessary, and such appointees may attend the relevant parts of the Committee meetings.

  4. Meetings

    The Committee shall meet at least three times per year, or more frequently as it deems necessary to carry out its responsibilities. The Committee's meetings may be held by telephone and/or other remote meeting technologies. Meetings may be called upon no less than forty-eight (48) hours notice by either (i) the Chair of the Committee or (ii) any two members of the Committee acting together, provided that regularly scheduled meetings generally shall be noticed at least one week in advance.

  5. Voting and Quorum

    A majority of the voting members of the Committee shall constitute a quorum. Voting on Committee matters shall be on a one vote per member basis. When a quorum is present, the vote of a majority of the voting Committee members present shall constitute the action or decision of the Committee.

  6. Records of Proceedings

    A preliminary report with respect to actions taken at each meeting (telephonic or in-person) of the Committee, shall be recorded and distributed to committee members within five working days, and meeting minutes shall be posted promptly following approval by the Committee.

  7. Review

    The performance of the Committee shall be reviewed annually and informally by the Board as a whole. The Board shall recommend changes in membership, procedures, or responsibilities and authorities of the Committee if and when deemed appropriate.

    The Committee shall also conduct a separate self-evaluation of its performance and produce a report to the full Board regarding any suggestions for changes to this Charter as identified through the self-evaluation process.

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