Internet Corporation for Assigned Names and Numbers

Revised ICANN Board Conflicts of Interest Policy and Other Governance Documents Adopted

15 May 2012

As part of ICANN's review of its conflicts of interest and ethics practices, on 6 May 2012 the ICANN Board approved revisions to the Board Conflicts of Interest Policy, the Code of Conduct and Expected Standards of Behavior. The Board also approved new Corporate Governance Guidelines, a flexible framework document that collects the sources of corporate governance requirements that ICANN follows. For more information on how each of these documents applies within ICANN, please refer to this explanatory memo [PDF, 128 KB].

These four documents were prepared after a review of ICANN's corporate governance documents, and the resulting recommendations as to how the documents could be improved in light of best practices in corporate governance, while still reflecting the needs of ICANN. Each of the documents were posted for public comment in March 2011. They represent just the first stage of ICANN's approach to the Conflicts of Interest and Ethics review. The ongoing work within ICANN on conflicts of interest and ethics practices may result in identification of additional changes to these exact documents. Further, in approving these revised or newly created documents, the Board has recognized that further modifications may be necessary – these are living documents that should be reviewed and amended from time to time to reflect changes within ICANN, as well as to best practices in corporate governance.

Other Work on Conflicts of Interest and Ethics

As reported by ICANN, there are two other portions of its review of conflicts of interest and ethics practices. One of those portions was asking Cooley LLC, a law firm with expertise in corporate governance issues and that is new to ICANN, to perform a review of ICANN's corporate governance practices. Cooley produced two reports:

The action items arising out of the first report, including compiling ICANN's corporate governance document in one section of the ICANN website, providing dates of amendment for documents such as the Code of Conduct, have been adopted. In addition, ICANN asked Cooley to undertake recommended research, which resulted in the Second Report.

In the Second Report, Cooley conduced a comparative review of ICANN's documentation to the governance documentation of leading institutions. While Cooley noted that ICANN's policies are aligned with essential governance principles, it also noted that there may be room for improvement. Two specific recommendations for improvement followed: ICANN should consider revising its guidebook for employees to ensure that policies covering unethical behavior and complaints are satisfactorily covered; and ICANN should consider adopting a policy to deal with repeat offenders of its ethical and governance standards. ICANN has already begun work with outside counsel to review its employee policies and procedures, which will take Cooley's recommendation into account, and work is ongoing to determine how the recommendation to address "repeat offenders" can be implemented.

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