Minutes | Regular Meeting of the ICANN Board 20 November 2013

A Regular Meeting of the ICANN Board of Directors was held on 20 November 2013 in Buenos Aires, Argentina, at 15:40 local time.

Steve Crocker, Chair, promptly called the meeting to order.

The following Directors participated in all or part of the meeting: Sébastien Bachollet, Cherine Chalaby, Fadi Chehadé (President and CEO), Bertrand de La Chapelle, Chris Disspain, Bill Graham, Wolfgang Kleinwächter, Olga Madruga-Forti, Gonzalo Navarro, Erika Mann, Ray Plzak , Bruce Tonkin (Vice Chair), George Sadowsky, Mike Silber, and Kuo-Wei Wu.

The following Board Liaisons participated in all or part of the meeting: Ram Mohan (SSAC Liaison), Jonne Soininen (IETF Liaison) and Suzanne Woolf (RSSAC Liaison). Francisco da Silva (TLG Liaison) and Heather Dryden (GAC Liaison) sent apologies.

Bruno Lanvin was in attendance as an invited observer.

The following ICANN Executives and Staff participated in all or part of the meeting: Akram Atallah (President – Global Domains Division), Susanna Bennett (Chief Operating Officer), Michelle Bright (Board Support Manager), Xavier Calvez (Chief Financial Officer), Sally Costerton (Sr. Advisor to the President – Global Stakeholder Engagement), Chris Gift (VP-Online Community Services), Jamie Hedlund (Advisor to the President/CEO), John Jeffrey (General Counsel and Secretary), Elizabeth Le (Senior Counsel), David Olive (Vice President, Policy Development), Karine Perset (Sr. Director of Board Support), and Amy Stathos (Deputy General Counsel).

Secretary: John Jeffrey (General Counsel & Secretary).

  1. Consent Agenda
    1. Approval of President and CEO FY14 At-Risk Compensation
  2. Main Agenda
    1. Digital Platform Contract


  1. Consent Agenda:

    The Chair opened up the meeting and introduced the item on the consent agenda and called for a vote. The Board then took the following action:

    Resolved, the following resolutions in this Consent Agenda are approved:

    1. Approval of President and CEO FY14 At-Risk Compensation

      Whereas, each Board member has confirmed that he/she does not have a conflict of interest with respect to establishing the amount of payment for the President and CEO's FY14 T1 at-risk compensation payment.

      Whereas, the Compensation Committee recommended that the Board approve payment to the President and CEO for his FY14 T1 at-risk compensation.

      Resolved (2013.11.20.01), the Board hereby approves a payment to the President and CEO for his FY13 T2 at-risk compensation component.

      Resolved (2013.11.20.02), specific items within this resolution shall remain confidential as an "action relating to personnel or employment matters", pursuant to Article III, section 5.2 of the ICANN Bylaws.

      Rationale for Resolutions 2013.11.20.01 – 2013.11.20.02

      When the President and CEO was hired, he was offered a base salary, plus an at-risk component of his compensation package. Consistent with all ICANN staff, the President and CEO is evaluated against specific goals that he sets in coordination with the Compensation Committee.

      In Buenos Aires, the Compensation Committee recommended that the Board approve the President and CEO's at-risk Compensation for the first trimester of FY14 and the Board agrees with that recommendation.

      While this will have a fiscal impact on ICANN, it is an impact that was contemplated in the FY14 budget. This decision will not have an impact on the security, stability or resiliency of the domain name system.

      This in an Organizational Administrative Function that does not require public comment.

    All members of the Board present voted in favor of Resolutions 2013.11.20.01 and 2013.11.20.02. The Resolutions carried.

  2. Main Agenda:

    1. Digital Platform Contract

      Cherine Chalaby introduced the agenda item. The proposed contract seeks to engage a vendor to facilitate the development of the new digital platform and the ICANN.org website update. Although these activities fall squarely within the purview of ICANN management, since the investment will be more that $500,000, the Board is required to authorize management to undertake this financial obligation. The Board Finance Committee (BFC) has considered the proposed contract from a budget standpoint. The BFC concluded that the proposed cost is reasonable and, on that basis, recommended that the Board approve the proposed resolution.

      Mike Silber asked whether the project underwent and RFP process. Chis Gift advised that the project did not undergo an RFP process because the project falls under the following two exceptions to an RFP pursuant to Section 3.3 of the Procurement Guidelines: (i) "[w]hen there is a natural continuation of previous work carried out by the vendor or service provider, and in which competitive bidding would not improve value to ICANN;" and (ii) "[w]hen the incumbent provider demonstrates a clear historic pattern of charging reasonable prices and providing consistently good quality service." The selected vendor satisfies both of these criteria. Neither ICANN staff nor members of the ICANN Board have a financial interest in this contract.

      Mike suggested that this explanation be included in the rationale for the proposed resolution. Chris Disspain agreed.

      The Board decided to continue its discussion of this agenda item until after the rationale has been revised.

      No resolution taken.

    The Chair called the meeting to a close.

Published on 10 February 2014