<div dir="ltr"><div class="gmail_default" style="font-family:verdana,sans-serif">Bruce,</div><div class="gmail_default" style="font-family:verdana,sans-serif"><br></div><div class="gmail_default" style="font-family:verdana,sans-serif">My responses in-line below.</div><div class="gmail_default" style="font-family:verdana,sans-serif"><br></div><div class="gmail_default" style="font-family:verdana,sans-serif">Greg</div><div class="gmail_extra"><br><div class="gmail_quote">On Thu, Oct 29, 2015 at 8:16 AM, Bruce Tonkin <span dir="ltr"><<a href="mailto:Bruce.Tonkin@melbourneit.com.au" target="_blank">Bruce.Tonkin@melbourneit.com.au</a>></span> wrote:<br><blockquote class="gmail_quote" style="margin:0 0 0 .8ex;border-left:1px #ccc solid;padding-left:1ex">Hello Greg,<br>
<span class=""><br>
>> 6333. The accounting books and records and minutes of proceedings<br>
of the members and the board and committees of the board shall be<br>
open to inspection upon the written demand on the corporation of any<br>
member at any reasonable time, for a purpose reasonably related to<br>
such person's interests as a member.<br>
<br>
</span>The minutes are basically published today. The only minutes apparently that are not posted are compensation committee minutes – but even then we could at least note the items discussed without necessarily disclosing some personal information.<br></blockquote><div><br></div><div><div class="gmail_default" style="font-family:verdana,sans-serif;display:inline">GSS: That was my understanding as well, but thanks for confirming.</div> </div><blockquote class="gmail_quote" style="margin:0 0 0 .8ex;border-left:1px #ccc solid;padding-left:1ex">
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With regard to financials– we are already moving towards the same standards as publicly listed companies in the USA. We now provide quarterly financial reporting, and a quarterly call where the community can question the CEO and the CFO on the income and expenditure. It would not be normal to provide people with access to the raw accounting system (in this case Great Plains) – which would include information on payments to all staff etc.<br></blockquote><div><br></div><div><div class="gmail_default" style="font-family:verdana,sans-serif;display:inline">GSS: First, this would be limited to the Single Designator, not "people" generally, at least as I see it. Also, Section 6333 has equivalents for regular business corporations, with the right going to shareholders rather than members; so this is "normal" under California law. There are limitations -- only records reasonably related to the requestor's purpose will be provided, and the purpose needs to have a "credible basis" as I understand it (i.e., it can't be a "fishing expedition"). Also, privacy concerns can be considered -- as such, "payments to all staff" are relatively unlikely to be provided (unless the request survives the hurdles described, with regard to that information). There is some existing interpretation around "accounting books and records" and I would look to our counsel to provide that, if the question is certified to them.</div> </div><blockquote class="gmail_quote" style="margin:0 0 0 .8ex;border-left:1px #ccc solid;padding-left:1ex">
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We do use an external auditor to validate our financials and processes once per year.<br>
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If there is a community concern about a particular financial matter (e.g concern about whether procurement policies were being followed) – then I think it would be more appropriate if the single legal entity that represents the community powers has the right to appoint an external auditor to validate any particular process or numbers and report back to the community. Audit firms have the appropriate skills to analyse financial accounting records and also have appropriate procedures in place for confidentiality.<br>
<br></blockquote><div><div class="gmail_default" style="font-family:verdana,sans-serif">GSS: As noted above, this right would only be exercised by the single legal entity, whatever we call it (the "Central Scrutinizer"?). I think it should be an option to appoint an external auditor (at ICANN's expense) or to allow representatives of the Central Scrutinizer to pore over the accounting books and records, or allow a combination. In part it depends on what the issue is. Regardless, there should be appropriate (but not overreaching) confidentiality procedures.</div><br></div><div> </div><blockquote class="gmail_quote" style="margin:0 0 0 .8ex;border-left:1px #ccc solid;padding-left:1ex">
I think we should be focussing on improving the processes we already have. I advocated moving to quarterly financial reporting, and I have certainly been a strong advocate of making things as public as possible, and welcome suggestions for improving our processes.<br></blockquote><div><br></div><div><div class="gmail_default" style="font-family:verdana,sans-serif;display:inline">GSS: I don't think these two paths are mutually exclusive. The "inspection" right is intended to "bridge the gap" in one important distinction between member and designator. That is important in bringing comfort to the community that the Designator is as robust a substitute for the Member as can be. At the same time, I applaud ICANN's improvements in financial reporting and transparency (and thank you for your support in that regard), and expect that they would continue under any circumstances.</div></div><blockquote class="gmail_quote" style="margin:0 0 0 .8ex;border-left:1px #ccc solid;padding-left:1ex">
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Regards,<br>
Bruce Tonkin<br>
<div class="HOEnZb"><div class="h5"><br>
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