Revisions to Conflicts of Interest Policy and Bylaws to Allow Board to Consider Compensation for Director Services

Recommendation 5 of the Accountability and Transparency Review Team (ATRT) recommended that the Board immediately implement a compensation scheme for Directors. As part of the process to allow the Board to consider compensation, ICANN’s Conflicts of Interest Policy (COI Policy) will have to be revised to allow for directors to vote on compensation, as the COI Policy currently prohibits Directors from voting on any matter in which he or she has a material financial interest that will be affected by the outcome of the vote. The Board Governance Committee (BGC) reviewed and approved a limited proposed revision to the COI Policy to allow the Board to vote on director compensation, and public comment is necessary prior to further Board consideration.

In addition, if a compensation arrangement for voting Directors is recommended, the ICANN Bylaws must be revised in order to allow for Directors other than the Chair to receive compensation for their services as Directors. Public comment on the proposed changes to Article VI, section 22 of the ICANN Bylaws is necessary before the Board consideration of these revisions.

ICANN requests community input on both the proposed revisions to the COI Policy and the ICANN Bylaws that are necessary to allow the voting Directors on the Board to consider and receive compensation for their services to ICANN.

On 25 August 2011, the Board directed the opening of public comments on the proposed revisions to the COI Policy and ICANN Bylaws to all for consideration of compensation. At that same meeting, the Board approved additional process steps that are necessary for consideration of compensating Directors for their services to ICANN, including the retention of an Independent Valuation Expert to provide an opinion to the Board for further discussion. The Board's 25 August 2011 resolution is available at: http://www.icann.org/en/minutes/resolutions-25aug11-en.htm#4

The ATRT's Recommendation 5 continues the dialogue within ICANN that has been ongoing for a period of years. For example, there were calls from the community in relation to ICANN Framework for Accountability and Transparency that the entire Board be compensated; the Boston Consulting Group ("BCG") that conducted the Board Review suggested that relatively modest fees to compensate directors for time may be appropriate; and the Board Review working group acknowledged general support from BCG and community for director remuneration, though further study was recommended.

Documents posted for comment:

• The proposed revisions to the Conflicts of Interest Policy are available at: http://www.icann.org/en/general/proposed-revisions-coi-policy-01sep11-en.pdf [PDF, 533 KB]
• The proposed revisions to the ICANN Bylaws, Article VI, section 22 are available at: http://www.icann.org/en/general/proposed-bylaws-revision-vi-01sep11-en.pdf [PDF, 470 KB]

Additional Resources:

Information on the work of the ATRT, including links to its Report and the public comment forum on the report, is available at: http://www.icann.org/en/reviews/affirmation/activities-1-en.htm