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ATRT Recommendation 5: Board Compensation | Independent Valuation Expert's Report Available for Viewing

4 November 2011

ICANN has received a report [PDF, 4.88 MB] from Towers Watson, the Independent Valuation Expert retained to give advice on consideration for compensating ICANN's Board of Directors. ICANN is now posting that report [PDF, 4.88 MB] to keep the community updated on ICANN's progress toward meeting Recommendation 5 of the Accountability and Transparency Review Team, recommending that the Board immediately implement a compensation scheme for Directors.

The retention of the Independent Valuation Expert is part of the process that was set out in the Board's 25 August 2011 resolution http://www.icann.org/en/minutes/resolutions-25aug11-en.htm#4. The Board also approved the posting for public comment revisions to ICANN's Conflicts of Interest Policy and Bylaws to allow Directors to consider Director compensation-related items; that comment forum was closed on 3 October 2011. Those proposed revisions, the comments received and the report on those comments are available at http://www.icann.org/en/announcements/announcement-01sep11-en.htm.

Because of the strict rules governing the Board's consideration of the topic of compensation, the Board must review the Expert's opinion without modification. While ICANN welcomes community feedback on this Report, ICANN is not seeking full public comment because the Report cannot be modified. If you have thoughts on the Report or on the topic of Board compensation, you may forward those submissions to boardcomp@icann.org. Feedback should be provided by 4 December 2011.

Note from Towers Watson, the Independent Valuation Expert:

This report was prepared for, and at the request of, the Board of Directors of ICANN, for use by the Board in evaluating the structure and reasonableness of independent director compensation program. The information in this report is not intended nor necessarily suitable for other purposes. Any third party recipient will be deemed to have agreed to the following: (1) this report contains confidential and proprietary work product of Towers Watson, which owns all related intellectual property rights; (2) Towers Watson represents and is responsible only to ICANN with respect to all matters relating to this report; (3) this report was prepared for ICANN's internal use and assumes a high level of knowledge of ICANN's operations, the data used in this report and the external factors affecting ICANN's business; Towers Watson would not expect a third party to have such knowledge; (4) the recipient will not have the right to reference or distribute this report in whole or in part to any other party, including, but not limited to, any parent, subsidiary or affiliate of such recipient; and (5) the recipient will not place any reliance on this report, or the information contained herein or related hereto, that would result in the creation of any duty or liability by Towers Watson to such recipient.