Board Activities and Meetings
A Regular Meeting of the ICANN Board of Directors was held on 30 April 2014 in Pasadena, California at 14:30 local time.
Steve Crocker, Chair, promptly called the meeting to order.
The following Directors participated in all or part of the meeting:Sébastien Bachollet, Fadi Chehadé (President and CEO), Cherine Chalaby, Chris Disspain, Bill Graham, Wolfgang Kleinwächter, Bruno Lanvin, Olga Madruga-Forti, Erika Mann, Gonzalo Navarro, Ray Plzak, George Sadowsky, Mike Silber, Bruce Tonkin (Vice Chair), and Kuo-Wei Wu.
The following Board Liaisons participated in all or part of the meeting: Heather Dryden (GAC Liaison), Ram Mohan (SSAC Liaison), Jonne Soininen (IETF Liaison) and Suzanne Woolf (RSSAC Liaison).
Board Member Elect: Rinalia Abdul Rahim (observing).
Secretary: John Jeffrey (General Counsel & Secretary).
The following ICANN Staff participated in all or part of the meeting: Akram Atallah (President – Global Domains Division), Susanna Bennett (Chief Operating Officer), Megan Bishop (Board Support Coordinator), Michelle Bright (Board Support Manager), Samantha Eisner (Senior Counsel), Teresa Elias (Manager, Board Support Operations), Jamie Hedlund (Advisor to the President/CEO), John Jeffrey (General Counsel and Secretary), Marika Konings (Senior Director, Policy Development Support), Elizabeth Le (Senior Counsel), David Olive (Vice President, Policy Development), Karine Perset (Sr. Director of Board Support), Erika Randall (Counsel), Ashwin Rangan (Chief Innovation & Information Officer), Amy Stathos (Deputy General Counsel), Theresa Swinehart (Sr. Advisor to the President on Strategy), and Mary Wong (Senior Policy Director).
- Consent Agenda
- GNSO Policy Recommendations on IGO-INGO Protections
- Review of Board Compensation
- SO/AC FY15 Additional Budget Requests
- Board Member Guidelines Regarding Invitations to Community Events and Accepting Gifts (to be discussed during Any Other Business)
The Chair introduced the consent agenda. The Chair then called for a vote of the consent agenda. The Board then took the following action:
Resolved, the following resolutions in this Consent Agenda are approved:
Approval of Board Meeting Minutes
Resolved (2014.04.30.01), the Board approves the minutes of the 26 and 27 March 2014 Meetings of the ICANN Board.
Board Member Training Plan
Whereas, the skills of Board members are critical to enable the ICANN Board to function effectively in the complex ICANN environment.
Whereas, Board members come from a diverse set of backgrounds and experiences.
Whereas, the Board is committed to the appropriate support for Board member training and development of Board member skills.
Whereas, the BGC recommends the development of a more formal and comprehensive Board Member Training Plan that will assist Board members in performing their duties as ICANN Board members, and thereby being more accountable in performance of those duties.
Whereas, the BGC recommends that the Board establish a documented ICANN Board Member Training Plan.
Resolved (2014.04.30.02), the Board approves the recommended Board Member Training Plan as found at https://www.icann.org/en/groups/board/documents/board-training-30apr14-en.pdf [PDF, 85 KB].
Rationale for Resolution 2014.04.30.02
The skills of Board members are critical to enable the ICANN Board to function effectively in the complex ICANN environment. The Board is committed to the appropriate support for director training and development of Board member skills. A comprehensive training plan will assist Board members to be most effective, particularly in the following training areas: general Board Governance; specialized Board Governance for committees such as finance, audit, compensation, and risk; Internet's system of unique identifiers; ICANN's structures and processes as well as compliance with local law; and ICANN Board tools, such as mailing lists, Adobe Connect, and Board Vantage.
This action will have a financial impact on the organization. To the extent that Board members utilize the Board Member Training Plan in FY14, the impact is not anticipated to be substantially beyond what is already in the FY14 Budget for Board member training. The Board Member Training Plan will be taken into consideration during the FY15 budgeting process. This action will not have a direct impact on the security, stability or resiliency of the domain name system, although Board member training in this area could have an indirect positive impact on the security, stability or resiliency of the domain name system.
All members of the Board that were in attendance voted in favor of Resolutions2014.04.30.01 and 2014.04.30.02. The Resolutions carried.
GNSO Policy Recommendations on IGO-INGO Protections
Chris Disspain introduced the agenda item. The GNSO Council previously sent the Board its recommendations on IGO-INGO protections, of which the Board acknowledged receipt in Resolutions 2014.02.07.05 – 06. The Board previously agreed that additional time is needed to consider the GNSO's recommendations so that the Board may take into account advice from the GAC on this issue. Some of the GNSO's policy recommendations conflict with the GAC's advice with respect to IGO acronyms protection. The following resolutions separate the GNSO recommendations that conflict with the GAC's advice (Annex B) from those recommendations that do not conflict (Annex A), and seek to adopt the GNSO recommendations that do not conflict. With respect to the GNSO recommendations that conflict with GAC advice, the Board will facilitate a dialogue among the relevant parties, including the GNSO, the GAC, and the IGOs, in an effort to create a solution.
Ray Plzak suggested that this approach be applied to all future GNSO policy recommendations.
Heather Dryden noted the importance of focusing the negotiations on the GAC since the IGOs are members of the GAC. Heather also commented on the timing of the submission of the Board paper on this agenda item. The Board engaged in a discussion regarding timely Board paper submissions and the need for improvement on timing for future meetings.
Ray moved and Chris seconded the following and the Board took the following action:
Whereas, on 17 October 2012, the GNSO Council launched a Policy Development Process (PDP) on the Protection of IGO-INGO Identifiers in All gTLDs addressing the questions set forth in the PDP Working Group Charter at http://gnso.icann.org/en/issues/igo-ingo-charter-15nov12-en.pdf [PDF, 189 KB];
Whereas, the PDP followed the prescribed PDP steps as stated in the ICANN Bylaws and the GNSO PDP Manual, and resulted in a Final Report delivered to the GNSO Council on 10 November 2013 (see http://gnso.icann.org/issues/igo-ingo-final-10nov13-en.pdf [PDF, 645 KB]);
Whereas, the Protection of IGO-INGO Identifiers in All gTLDs Working Group (IGO-INGO WG) reached consensus on twenty-five recommendations in relation to the issues outlined in its Charter;
Whereas, the GNSO Council adopted the consensus recommendations made by the IGO-INGO WG by a unanimous vote at its meeting on 20 November 2013 (see http://gnso.icann.org/en/council/resolutions#20131120-2);
Whereas, the GNSO Council vote met and exceeded the required voting threshold established in the ICANN Bylaws to impose new obligations on certain ICANN contracted parties;
Whereas, after the requisite public comment period (http://www.icann.org/en/news/public-comment/igo-ingo-recommendations-27nov13-en.htm), the GNSO Council sent the consensus recommendations to the ICANN Board in accordance with the ICANN Bylaws;
Whereas, on 7 February 2014, the Board (i) acknowledged receipt of the GNSO recommendations, (ii) requested additional time to consider the GNSO recommendations along with GAC advice on the same topic, and (iii) directed the ICANN Board New gTLD Program Committee (NGPC) to develop a proposal for subsequent Board consideration that would take into account both the GNSO recommendations and GAC advice (see http://www.icann.org/en/groups/board/documents/resolutions-07feb14-en.htm#2.a);
Whereas, the Board has engaged in dialogue with the ICANN community during the 49th ICANN Public Meeting in Singapore in March 2014;
Whereas, Annex A, Section 10 of the ICANN Bylaws provides that "[u]pon a final decision of the Board adopting the policy, the Board shall, as appropriate, give authorization or direction to ICANN staff to work with the GNSO Council to create an implementation plan based upon the implementation recommendations identified in the Final Report, and to implement the policy."
Resolved (2014.04.30.03), the Board hereby adopts the GNSO Council's unanimous recommendations on the Protection of IGO-INGO Identifiers in All gTLDs set forth in Annex A [PDF, 74 KB]attached hereto (which includes the GNSO recommendations that are not inconsistent with the GAC's advice).
Resolved (2014.04.30.04), the Board requests additional time to consider the GNSO Council's remaining unanimous recommendations on the Protection of IGO-INGO Identifiers in All gTLDs, as set forth in Annex B [PDF, 90 KB] attached hereto, and will facilitate discussions among the relevant parties to reconcile any remaining differences between the policy recommendations and the GAC advice on the topic.
Resolved (2014.04.30.05), the Board directs the President and CEO, or his designee, to develop an implementation plan for the recommendations adopted herein pursuant to the ICANN Bylaws Annex A, Section 10 in consultation with the GNSO, and continue communication with the GAC and the community on such implementation.
Fifteen members of the Board voted in favor of Resolutions 2014.04.30.03, 2014.04.30.04, and 2014.04.30.05. Wolfgang Kleinwächter abstained. The Resolutions carried.
Rationale for Resolutions 2014.04.30.03 – 2014.04.30.05
Why is the Board addressing the issue now?
On 20 November the GNSO Council unanimously approved twenty-five consensus recommendations from the PDP Working Group on Protections for IGO-INGO Identifiers in All gTLDs, which had been chartered by the GNSO Council in October 2012 to develop recommendations regarding this topic.
On 7 February 2014 the Board approved a Resolution, after receiving the GNSO Council's Recommendations Report [PDF, 705 KB], acknowledging receipt of the GNSO Council's recommendations and requesting additional time to consider them in order to take into account GAC advice addressing the same topic. The Board also directed the NGPC to consider the GNSO's policy recommendations as it continued to actively develop an approach to respond to the GAC advice on IGO protections, and to also develop a comprehensive proposal to address the GAC advice and the GNSO recommendations for consideration by the Board at a subsequent meeting.
On 13 March 2014 the Chair of the ICANN Board sent [PDF, 504 KB a draft proposal from the NGPC to the GAC Chair, and on 20 March 2014 the NGPC Chair sent [PDF, 131 KB] the same draft proposal to the GNSO Council Chair. During ICANN's 49th Public Meeting in Singapore, the Vice-Chair of the ICANN Board informed1 [PDF, 697 KB] the community of the Board's plans for next steps in relation to IGO and INGO protections, including the possibility that the Board may proceed to adopt those of the GNSO's recommendations that are not inconsistent with GAC advice. In general, the GNSO policy recommendations are largely consistent with the advice submitted by the GAC to the ICANN Board. However, there are specific GNSO policy recommendations that differ from the GAC's advice. For those recommendations that differ from the GAC's advice, the Board would be open to the possibility of facilitating discussions with the relevant parties, including the ALAC, the GAC and the GNSO, to understand the various perspectives before evaluating and acting on one of the several options open to it under the ICANN Bylaws.
The GAC provided consensus advice to the ICANN Board on the topic of IGO protections on several occasions, including specifically in the GAC's Beijing Communiqué [PDF, 156 KB] (April 2013); Durban Communiqué [PDF, 238 KB] (July 2013); and Buenos Aires Communiqué [PDF, 97 KB] (November 2013)2.
By taking action to adopt some of the GNSO's recommendations now and involving the community in further discussions regarding the remaining recommendations, the Board will be facilitating continuing community dialogue over possible ways of reconciling differing advice and recommendations in the lead-up to ICANN's 50th Public Meeting in London in June.
What is the proposal being considered?
The Board proposes to adopt those GNSO policy recommendations that are not inconsistent with GAC advice received by the Board on the topic of IGO protections; these policy recommendations are included as Annex A [PDF, 74 KB] to this resolution. Those GNSO policy recommendations that differ from the GAC Advice received by the Board are attached to this resolution as Annex B [PDF, 90 KB]. With respect to the recommendations contained in Annex B [PDF, 90 KB], the Board requests additional time to consider them so that the Board may facilitate discussion among the relevant parties to reconcile any remaining differences between the policy recommendations and the GAC advice on the topic. Following these discussions, which should involve the affected parties (including the GAC, GNSO and the ALAC3), the Board will be prepared to consider a revised proposal that takes into account the GAC's advice and the GNSO's policy recommendations, as refined or amended (if any).
Which stakeholders or others were consulted?
The NGPC's draft proposal for addressing the GAC's advice was sent to the GAC for discussion and feedback, as well as notified to the GNSO Council. During the ICANN Public Meeting in Singapore in March 2014, the Board conducted discussions on the topic of IGO protections with the community through the Councils, Advisory Committees, Supporting Organizations, Stakeholder Groups and Constituencies. At the Public Forum in Singapore on 27 March 2014, the Board heard from individual community members and laid out possible next steps in its review of the GAC advice it has received and the GNSO PDP recommendations.
What concerns or issues were raised by the community?
The following sections summarize the GAC advice that was provided to the Board. In addition, the ALAC submitted a number of statements on the topic of IGO and INGO protections; it also participated in the GNSO PDP WG. The IGOs who were represented on the PDP WG and the Red Cross movement also submitted Minority Positions [PDF, 216 KB] to the PDP WG's Final Report, as did the ALAC.
GAC Advice on IGOs:
A. From the GAC's Beijing Communiqué (emphasis added):
" … IGOs are in an objectively different category to other rights holders, warranting special protection by ICANN in the DNS, while also preserving sufficient flexibility for workable implementation … Pending the resolution of these implementation issues, the GAC reiterates its advice to the ICANN Board that … appropriate preventative initial protection for the IGO names and acronyms on the provided list be in place before any new gTLDs would launch."
This Communiqué contained fairly general advice regarding the need for "preventative" (e.g. reservations or blocking) as opposed to "curative" (e.g. UDRP or URS) protections for IGOs. The GAC provided its Protected IGOs List [PDF, 111 KB] to the Board on 22 March 2013. This list was used by the GNSO's PDP WG to develop its consensus recommendations for IGOs. Specifically, the WG designated the Full Names of the listed IGOs as "Scope 1 identifiers" for which certain preventative protections were to be granted, and the Acronyms of the listed IGOs were designated as "Scope 2 Identifiers" for which only Trademark Clearinghouse bulk entry for the purpose of a 90-days Claims Notification was recommended.
B. From the GAC's Durban Communiqué (emphasis added):
"The GAC is interested to work with the IGOs and the NGPC on a complementary cost-neutral mechanism that would:
Provide notification to an IGO if a potential registrant seeks to register a domain name matching the acronym of an IGO at the second level, giving the IGO a reasonable opportunity to express concerns, if any; and
Allow for an independent third party to review any such registration request, in the event of a disagreement between an IGO and potential registrant."
This Communiqué focused on the need for a Claims Notification process for IGOs that would include an independent third party review of any attempt to register a second-level domain name matching an IGO's acronym. While the Communiqué spoke to such a mechanism being "complementary" (presumably to the top-level reservations and protections sought), it did not expressly request that the Claims Notification process be permanent (i.e. longer than the Applicant Guidebook's 90-day period).
C. From the GAC's Buenos Aires Communiqué (emphasis added):
"The GAC, together with IGOs, remains committed to continuing the dialogue with NGPC on finalizing the modalities for permanent protection of IGO acronyms at the second level, by putting in place a mechanism which would:
Provide for a permanent system of notifications to both the potential registrant and the relevant IGO as to a possible conflict if a potential registrant seeks to register a domain name matching the acronym of that IGO;
Allow the IGO a timely opportunity to effectively prevent potential misuse and confusion;
Allow for a final and binding determination by an independent third party in order to resolve any disagreement between an IGO and a potential registrant; and
Be at no cost or of a nominal cost only to the IGO."
This Communiqué explicitly states that the Claims Notification process should be permanent, and where the Durban Communiqué referred to a "cost neutral" mechanism the GAC now specifies that this should be at either no or minimal cost to the IGO in question. The GAC also added to the independent third party review the need for it to be "final and binding".
In summary, the GAC's most recent advice on second level IGO protections essentially focused on a no (or low) cost system of permanent Claims Notification to IGOs, accompanied by final and binding third party review should there be a dispute between an IGO and a potential registrant of a second level domain name matching that IGO's acronym (presumably where that acronym is on the GAC's Protected IGOs List).
GAC Advice on the Red Cross Movement:
While the GAC has not issued any advice regarding protections – either preventative or curative – for INGOs in general, it has on several occasions done so in relation to the International Olympic Committee and the Red Cross movement (and its related national societies) (collectively, "RC"). These included:
- A May 2011 Statement [PDF, 68 KB] supporting the IOC's and RC's request to reserve the key words "most directly associated" with their respective Charters;
- A September 2011 Letter [PDF, 1.05 MB] to the GNSO Council with an "illustrative list" of IOC and RC names suggested for reservation at the second level;
- The March 2012 GAC Communiqué [PDF, 104 KB] from the Costa Rica meeting confirming the GAC's consensus and rationale for protecting these two organizations;
- Its June 2012 Prague Communiqué [PDF, 123 KB] requesting a status update from the ICANN Board;
- Its October 2012 Toronto Communiqué [PDF, 92 KB] questioning the need for the GNSO to initiate a PDP on the matter;
- Its April 2013 Beijing Communiqué [PDF, 156 KB] requesting confirmation of permanent top-level protections;
- Its July 2013 Durban Communiqué [PDF, 238 KB] requesting the same cost neutral Claims Notification mechanism for the international Red Cross movement as for IGOs; and
- Its November 2013 Buenos Aires Communiqué [PDF, 97 KB] stating that it was considering providing further advice to the ICANN Board specifically on protections for the designations of national Red Cross entities.
In its most recent Singapore Communiqué [PDF, 146 KB] (March 2014)4, the GAC clarified that its previous advice on providing permanent protection to terms associated with the Red Cross movement includes protection not just for the terms used by the International Red Cross entities but also those of the 189 national Red Cross and Red Crescent Societies, both in English as well as their respective national languages. It further clarified that for the international entities, permanent protection for the Full Names of both the International Committee of the Red Cross and the International Federation of the Red Cross and Red Crescent Societies should be in all 6 official United Nations languages.
ALAC Statements on IGO & INGO Protections:
The ALAC had submitted a Statement on the PDP WG's chartered issues in January 2013, a Statement on the PDP WG's Initial Report in July 2013, a Statement on the PDP WG's Draft Final Report in November 2013 and public comments on the PDP WG's Final Report in January 2014. It participated on the PDP WG and submitted a Minority Position [PDF, 216 KB] to the WG's Final Report that referred to its previous Statements, noting that the ALAC did not consider any top-level protections to be necessary, and its concern that blocking-type protections could inhibit other reasonable uses of the protected strings.
Other Community Comments:
Following the GNSO Council's unanimous adoption of the PDP WG's consensus recommendations in November 2013, a Public Comment Forum was opened on the adopted recommendations. All comments received were analyzed [PDF, 138 KB] and considered by the GNSO Council in its preparation of its Recommendations Report [PDF, 705 KB], which was submitted to the ICANN Board on 23 January 2014.
The GAC and the GNSO each also held discussions on the topic of IGO protections with specific reference to the NGPC's March 2014 proposal during their respective community sessions in Singapore in March 2014.
What significant materials did the Board review?
The Board reviewed the GNSO Council Recommendations Report to the Board, the GAC's advice on IGO and RC protections, the ALAC Statements and the PDP WG Final Report (including the Minority Positions attached thereto).
What factors the Board found to be significant?
The Board noted that the GNSO's consensus recommendations were developed following the GNSO Policy Development Process as outlined in Annex A of the ICANN Bylaws and received the unanimous support of the GNSO Council. The Board also noted that the PDP WG participants included representatives from the RC, IOC, IGOs and other INGOs, whose positions are reflected in the WG Final Report (including Minority Positions, where applicable). The WG also considered GAC advice and created several public comment forums for community feedback throughout its deliberations. Further, the Board noted that the ALAC and the GAC had each provided statements and advice on various occasions, indicating the high level of interest across the community on the topic.
Under the ICANN Bylaws, in relation to GNSO PDP recommendations:
"[A]ny PDP Recommendations approved by a GNSO Supermajority Vote shall be adopted by the Board unless, by a vote of more than two-thirds (2/3) of the Board, the Board determines that such policy is not in the best interests of the ICANN community or ICANN … In the event that the Board determines [that the policy recommended] is not in the best interests of the ICANN community or ICANN (the Corporation), the Board shall (i) articulate the reasons for its determination in a report to the Council (the "Board Statement"); and (ii) submit the Board Statement to the Council.
The Council shall review the Board Statement for discussion with the Board as soon as feasible after the Council's receipt of the Board Statement …
At the conclusion of the Council and Board discussions, the Council shall meet to affirm or modify its recommendation, and communicate that conclusion (the "Supplemental Recommendation") to the Board, including an explanation for the then-current recommendation. In the event that the Council is able to reach a GNSO Supermajority Vote on the Supplemental Recommendation, the Board shall adopt the recommendation unless more than two-thirds (2/3) of the Board determines that such policy is not in the interests of the ICANN community or ICANN. For any Supplemental Recommendation approved by less than a GNSO Supermajority Vote, a majority vote of the Board shall be sufficient to determine that the policy in the Supplemental Recommendation is not in the best interest of the ICANN community or ICANN."
Under the ICANN Bylaws, in relation to GAC advice:
"The advice of the Governmental Advisory Committee on public policy matters shall be duly taken into account, both in the formulation and adoption of policies. In the event that the ICANN Board determines to take an action that is not consistent with the Governmental Advisory Committee advice, it shall so inform the Committee and state the reasons why it decided not to follow that advice. The Governmental Advisory Committee and the ICANN Board will then try, in good faith and in a timely and efficient manner, to find a mutually acceptable solution.
… If no such solution can be found, the ICANN Board will state in its final decision the reasons why the Governmental Advisory Committee advice was not followed, and such statement will be without prejudice to the rights or obligations of Governmental Advisory Committee members with regard to public policy issues falling within their responsibilities."
The Board remains mindful of the ICANN Bylaws governing the Board's actions relating to GNSO PDP recommendations and GAC advice, the policy development role of the GNSO in relation to gTLDs and the role of the GAC in relation to government concerns and public policy issues.
Are there positive or negative community impacts?
In adopting those of the GNSO's recommendations that are not inconsistent with advice from the GAC, implementation issues – including the impact on gTLD registries – will need to be analyzed, as noted in the GNSO Council's Recommendations Report. These implementation issues will also need to include an examination of the current list of IGO, IOC and RC names and acronyms that have been granted temporary protection pending the outcome of the GNSO's PDP and the Board's decision.
Are there fiscal impacts or ramifications on ICANN (strategic plan, operating plan, budget); the community; and/or the public?
As more fully described in the GNSO Council's January 2014 Recommendations Report [PDF, 705 KB to the ICANN Board, implementation of the GNSO recommendations will likely have substantial impact on registry operators and to some extent also on potential registrants. In addition, differences between the identifiers to be protected on a permanent basis with those already protected on an interim basis will need to be scoped out immediately. Staff and technical resources will be needed to support these efforts as well as any changes to the Trademark Clearinghouse structure or procedures that may be needed in order to fully implement the relevant adopted recommendations.
In accordance with recent practice, the use of a GNSO Implementation Review Team may be very helpful, particularly as the PDP WG has in its Final Report already identified a number of implementation issues and suggested several possible mechanisms for addressing them. The GNSO Council has recommended the formation of an IRT to implement the recommendations of the PDP WG. The formation of an IRT will necessarily incur community time and volunteer resources.
Are there any security, stability or resiliency issues relating to the DNS?
There are no security, stability, or resiliency issues related to the DNS if the Board adopts the GNSO recommendations identified as not in conflict with GAC Advice.
Review of Board Compensation
George Sadowsky, Chair of the Compensation Committee of the Board, introduced the agenda item. The Board previously underwent a lengthy analysis in 2010 and 2011 regarding the compensation of Board members for their services to ICANN. Pursuant to the ATRT1 recommendations, the Board committed to regularly reviewing whether compensating those voting Board members was reasonable, and if so, what level of compensation is reasonable. In this regard, the Compensation Committee recently consulted with the Independent Valuation Expert, Towers Watson, as to the appropriate level of compensation for Board members and whether non-voting Board liaisons should be compensated. The Independent Valuation Expert provided their recommendations in their 2014 Report. This resolution seeks the Board's approval in posting for public comment the Towers Watson's April 2014 Report, as well as proposed Bylaws revisions that would allow for compensation of non-voting Board liaisons (with the exception of the Governmental Advisory Committee's (GAC) liaison to the Board).
Jonne Soininen commented that it is important that the organizations that are sending liaisons to the Board have adequate time to review Towers Watson's April 2014 Report and are notified about the possible change in compensation for Board liaisons. Specifically, Jonne suggested that the IETF and the IAB be consulted in addition to the public comment forum.
Heather Dryden noted for the record that the GAC liaison to the Board will not be able to accept compensation.
The General Counsel and Secretary noted that the discussion at hand pertains to the posting of the compensation report for public comment.
The Board engaged in a discussion about amending the proposed resolution to address the issue raised by Heather regarding the compensation of GAC liaisons. Fifteen of the Board members present voted to approve the amendment to the resolution. Wolfgang Kleinwächter was unavailable to vote. The amendment to the resolution passed.
Cherine Chalaby moved and Ray Plzak second the following, as amended, and the Board took the following action:
Whereas, when ICANN instituted compensation for all of its voting Board members for their services to ICANN, the Board committed to regularly review whether compensating those voting Board members was reasonable, and if so, what level of compensation is reasonable.
Whereas, ICANN is a nonprofit California public benefit corporation that is exempt from Federal income tax under §501(a) of the Internal Revenue Code of 1986, as amended (the "Code") as an organization described in §501(c)(3) of the Code.
Whereas, ICANN may not pay voting Board members more than Reasonable Compensation as determined under the standards set forth in §53.4958-4(b) of the regulations issued under §4958 of the Code (the "Regulations").
Whereas, ICANN has taken all steps necessary, and to the extent possible, to establish a presumption of reasonableness in the level of voting Board member compensation.
Whereas, there are no barriers that would prohibit ICANN from offering compensation to ICANN's non-voting Board liaisons.
Resolved (2014.04.30.06), the Board hereby approves the posting for public comment the Towers Watson's April 2014 Report, as well as proposed Bylaws revisions that would allow for compensation of non-voting Board liaisons (with the exception of the Governmental Advisory Committee's (GAC) liaison to the Board). The Board will take all relevant public comments into consideration when evaluating whether or not to adopt Towers Watson's Recommendation as to the level of voting Board member compensation, and whether to offer such compensation to non-voting Board liaisons (except the GAC Liaison).
Fifteen members of the Board voted in favor of Resolution 2014.04.30.06. Wolfgang Kleinwächter was unavailable to vote. The Resolution carried.
Rationale for Resolution 2014.04.30.06
Since August 2010, ICANN's Board chair has had the opportunity to elect compensation, and since December 2011, all voting members of ICANN's Board have had the choice whether to accept compensation. The resolutions approving such compensation can be found at http://www.icann.org/en/groups/board/documents/resolutions-05aug10-en.htm#5 and http://www.icann.org/en/groups/board/documents/resolutions-08dec11-en.htm#3, respectively. Significant research, analysis, document revisions and public comment went into the ultimate decision to compensate the Board.
Significant research, analysis, document revisions and public comment went into the ultimate decision to compensate the Board. For example, and among other things: (i) there were calls from the community in relation to the ICANN Framework for Accountability and Transparency that voting Board members be compensated; (ii) budget discussions since FY08 have involved the concept of Board compensation and such compensation is now included in each annual budget; (iii) Towers Watson continues to provide updated studies on comparable organizations' Board member compensation and making recommendation on what level of compensation is reasonable; (iv) the Boston Consulting Group ("BCG") that conducted the Board Review some years ago suggested that compensation for voting directors for service may be appropriate; (v) the Board Review working group acknowledged general support from the BCG and the community for director compensation; (vi) the first Accountability and Transparency Review Team ("ATRT") specifically recommended that the Board implement a compensation scheme for voting Board members; (vii) following public comment on required changes to ICANN's Conflicts of Interest Policy and Bylaws, as well as on the Independent Expert Report that initially recommended voting Board member compensation, revisions to the referenced documents were made and a modest, reasonable level of compensation was approved; (viii) the second ATRT has recommended that the Board regularly evaluate the appropriate level of Board compensation; and (ix) ICANN continues to comply with its commitment to regularly review, with the assistance of an Independent Valuation Expert, whether and at what level, Board member compensation is reasonable.
ICANN followed a process calculated to pay an amount that is in its entirety Reasonable Compensation for such service under the standards set forth in §53.4958-4(b) of the Treasury Regulations.
First, the Board sought a recommendation from an Independent Valuation Expert ("Expert") as to the reasonableness of, and if so, the amount of compensation. The Board approved Towers Watson ("TW") to be engaged to serve as the Expert. TW is a leading global professional services company with expertise in compensation for non-profit organizations. TW had originally provided advice on the Board Chair compensation and was recommended by the National Association of Corporate Directors to serve as the Expert. TW was also recently selected to provide an updated Expert Report, regarding voting Board member compensation.
Second, before approving compensation at any level, and following public comment, both ICANN's Conflicts of Interest (COI) Policy (see http://www.icann.org/en/committees/coi/coi-policy-30jul09-en.htm) and ICANN's Bylaws (see http://www.icann.org/en/public-comment/bylaws-amend-vi-coi-policy-01sep11-en.htm) were revised allowing all voting Directors to be compensated.
Finally, the Board has thus taken all steps necessary to ensure that consideration of voting Board member compensation for services was done in accordance with Reasonable Compensation under the standards set forth in §53.4958-4(b) of the Treasury Regulations.
In its most recent Report from April 2014, TW recommended that all voting Board members, except the President and CEO (who is compensated as an employee) and the Board Chair (for whom no change in compensation is recommended), be compensated at the same level ($40,000-$45,000). TW's previous recommendation, which was adopted on 8 December 2011, was that most those who served as Board committee chairs be compensated an additional $5,000 for committee chair position. Based on the new TW report, this reflects the recognition that committee members dedicate a relatively equivalent amount of time preparing for committee meetings and all serve on at least one, but generally more than one Board committee.
In addition, the Board Governance Committee has asked the Compensation Committee to evaluate whether there are any barriers that would prohibit ICANN from offering compensation to non-voting Board liaisons. Absent voting, Board liaisons are asked to spend the same amount of time and make the same level of commitment to the ICANN Board as the voting Board members. This issue has also been evaluated and it has been determined that there are no such barriers to offering compensation to ICANN's non-voting Board liaisons. However, the Governmental Advisory Committee (GAC) liaison explained that the GAC liaison is not allowed to accept compensation at any level. Therefore, the proposed Bylaws revisions excludes the GAC liaison.
In making this decision and passing this resolution, the Board recognizes the need for transparency in this effort, including the need for public comment as it relates to the suggestion of offering compensation to non-voting Board liaisons.
Regularly reviewing and revising as appropriate the level of compensation for Board members also conforms with the ATRT1 recommendation and with the Board's commitment to do so when voting Board member compensation was first approved.
The actual posting of the materials for public comment will not have a fiscal impact on ICANN, although, compensating voting Board members and most non-voting liaisons who choose to accept compensation at the amount recommended and approved will have a slight fiscal impact on ICANN.
This decision will have no impact on the security, stability or resiliency of the domain name system.
Making the decision to post these items for public comment is an Organizational Administrative Function which itself does not require public comment. The public comment received as a result of this action will be considered in the Board ultimate decision about Board compensation.
SO/AC FY15 Additional Budget Requests
Cherine Chalaby, Chair of the Finance Committee, introduced the agenda item. The proposed resolution seeks approval from the Board of the requests for action, events, activities that take place in FY15 submitted by the SOs and ACs as part of the budget preparation. The total amount requested is US$700,000. The Finance Committee previously met and reviewed the budget requests and is recommending that the Board approve the requests.
Ray Plzak commented on the timing of the submission of the Board paper on this agenda item.
Olga Madruga-Forti asked for further explanation on the request for GAC travel from developing countries, which is recommended at $0.
Cherine noted that this falls in the category of community outreach activities, for which a budget has been created. Therefore, individual outreach requests will not be approved, as they will be part of the larger community outreach fund.
Xavier Calvez further noted that the request from the GAC pertained to flexibility in the number of seats that are attributed to each meeting and the ability to shift seats from one meeting to another rather than asking for additional support. The funding currently exists for the GAC for thirty seats.
George Sadowsky moved and Erika Mann second the following and the Board took the following action:
Whereas, discussions between the Community and the ICANN staff have identified the need for an early decision on the funding of SO/AC additional budget requests made by the ICANN Community.
Whereas, the staff created an SO/AC additional budget request process, to collect, review and submit such funding requests to the BFC for recommendation to the Board for approval.
Whereas, the ICANN Community submitted additional budget requests by the deadline, and were reviewed by a panel of staff members representing the Policy, Stakeholders Engagement and Finance personnel.
Whereas, the review panel recommended the approval of requests amounting up to $700,000.
Whereas the Board Finance Committee met on 25 April 2014 and 28 April 2014, reviewed the process followed and the staff's proposal, and determined to recommend that the Board approve the staff's and BFC's recommendations.
Resolved (2014.04.30.07), the Board approves committing funds during FY15 in the amount of up to $700,000 for the SO/AC additional budget requests as indicated in the attached list [PDF, 85 KB].
All members of the Board that were in attendance voted in favor of Resolution 2014.04.30.07. The Resolution carried.
Rationale for Resolution 2014.04.30.07
Approval of additional budget requests from the Supporting Organizations and Advisory Committees (SOs and ACs) earlier than the rest of the budget is reasonable in that earlier approval helps facilitate the work of the ICANN Community, including planning actions in early FY15; early approval does not create additional expenses. The amount of the committed budget funds resulting from this resolution is considered sufficiently small to not require that specific resources or revenue be specifically identified and approved by the Board at the same time.
There is no anticipated impact from this decision on the security, stability and resiliency of the domain name system as a result of this decision.
Board Member Guidelines Regarding Invitations to Community Events and Accepting Gifts (to be discussed during Any Other Business)
Bruce Tonkin, Chair of the Board Governance Committee, introduced the agenda item. Board members are often presented with invitations to social events and gifts. The Board Governance Committee has assessed and recommends the importance of adopting an established set of guidelines relating to Board Members' acceptance of invitations to community events and gifts that are consistent with the guidelines set forth in the Board of Directors' Code of Conduct, Conflict of Interest Policy, ICANN Bylaws, Governance Guidelines, and applicable laws and policies.
Mike Silber moved and George Sadowsky seconded the following and the Board took the following action:
Whereas, ICANN Board Members are expected to adhere to a high standard of ethical conduct and to act in accordance with ICANN's Mission and Core Values.
Whereas, ICANN Board Members are guided by the Board of Directors' Code of Conduct, Conflict of Interest Policy, ICANN Bylaws, Governance Guidelines, and applicable laws and policies.
Whereas, the Board Governance Committee ("BGC") has assessed the importance of an established set of guidelines relating to Board Members' acceptance of invitations to community events and gifts that are consistent with the guidelines set forth in the Board of Directors' Code of Conduct, Conflict of Interest Policy, ICANN Bylaws, Governance Guidelines, and applicable laws and policies.
Whereas, the BGC recommends that the Board adopt ICANN Board Member Guidelines Regarding Invitations to Community Events and Accepting Gifts.
Resolved (2014.04.30.08), the Board approves the recommended ICANN Board Member Guidelines Regarding Invitations to Community Events and Accepting Gifts as found at http://www.icann.org/en/groups/board/documents/board-guidelines-gifts-30apr14-en.pdf [PDF, 67 KB].
Fifteen members of the Board voted in favor of Resolution 2014.04.30.08. Sebastien Bachollet abstained. The Resolution carried.
Rationale for Resolution 2014.04.30.08
ICANN is committed to the highest levels of integrity. ICANN Board Members are expected to adhere to a high standard of ethical conduct and to act in accordance with ICANN's Mission and Core Values. Because the good name of ICANN depends upon the way Board Members conduct business and the way the public perceives that conduct, ICANN Board Members are guided by the Board of Directors' Code of Conduct, Conflict of Interest Policy, ICANN Bylaws, Governance Guidelines, and applicable laws and policies. A comprehensive Board Member Guidelines Regarding Invitations to Community Events and Accepting Gifts will assist Board members adhere to the high standard of ethical conduct and to act in accordance with ICANN's Mission and Core Values when considering invitations to community events and gifts.
This action will not have any direct financial impact on ICANN, and there will be no impact on the security, stability or resiliency on the DNS as a result of this action.
This is an Organizational Administrative Function that does not require public comment.
FY15 Budget Approval Timing
Cherine Chalaby, Chair of the Finance Committee, introduced the agenda item. The proposed resolution seeks to extend the timing of the FY15 Budget approval process to after the London meeting and by no later than the end of the first quarter of FY15 (the end of September 2014). The extension is necessary in order to adjust for the revised public comment schedule and to allow sufficient time for the Board to take into account all input before approving the FY15 Budget.
The Chair noted that the resolution is a necessary and appropriate in order to take care of business. The Chair further noted that the budget approval process will be performed in a more timely operation in the future so as to avoid the extensions beyond the anticipated schedule in order to take care of business.
George Sadowsky and the Chair noted the importance of explaining the need for additional time to allow sufficient time for the Board to take into account all input before approving the FY15 Budget.
Erika Mann inquired if another process rather an extension of time was possible rather than approve an extensions of time.
The President and CEO noted that the plan going forward is to get into a more structured multi-year process to allow for timely completion of the budget approval process.
Ray Plzak suggested a session in London where the community can have the opportunity to comment on the budget.
Cherine agreed with Ray's suggestion. With respect to Erika's inquiry, Cherine noted that there was not another option at this point – that the only option is to approve the resolution at hand in order to continue operations.
Cherine moved and Chris Disspain seconded the following and the Board took the following action:
Whereas, the budget for fiscal year 2015 (FY15) was scheduled to be posted for public comment on 24 April 2014 and to close on 4 June 2014.
Whereas, the final FY15 Budget was intended to be considered for approval by the ICANN Board during the ICANN 50 London meeting in June 2014.
Whereas, among other things the announcement of the transition of NTIA's Stewardship of the IANA Functions affected the allocation of resources for the FY15 Budget to allow ICANN to prioritize the launching of transition work and, accordingly, additional time is needed to finalize the draft FY15 Budget, and to allow the Board Finance Committee (BFC) and staff sufficient interaction on the content of the draft FY15 Budget before posting for public comment.
Whereas, the draft FY15 Budget will now be posted for public comment from 8 May 2014 through 1 July 2014.
Whereas, the second Accountability & Transparency Review Team (ATRT2) has recommended that the budget consultation process be improved by ensuring that sufficient time is allocated for the Board to take into account all input before approving the budget.
Whereas, the timing for the Board to consider and approve the FY15 Budget will be extended to after the ICANN London meeting, but by no later than the end of the first quarter of FY15 in order to adjust for the revised public comment schedule and to allow sufficient time for the Board to take into account all input before approving the FY15 Budget.
Whereas, the BFC has recommended that the Board pass the resolutions below.
Resolved (2014.04.30.09), the ICANN Board intends to approve the FY15 Budget after the London meeting and by no later than the end of the first quarter of FY15 (the end of September 2014).
Resolved (2014.04.30.10), for the period of time beginning on 1 July 2014 through the date that the Board approves the FY15 Budget, the Board directs the President and CEO, and his designees, to operate ICANN in a manner consistent with the draft FY15 Budget that is to be posted for public comment from 8 May 2014 through 1 July 2014.
Resolved (2014.04.30.11), the Board directs the President and CEO, or his designee(s), to draft a list of outstanding issues relating to the FY15 Budget approval during the London meeting, for later consideration by the BFC and the Board.
Resolved (2014.04.30.12), the Board directs the President and CEO, or his designee(s), to submit to the BFC and Board no later than ICANN's meeting scheduled for Los Angeles in October 2014, an updated budget process to be applied during the planning of FY16, which shall also include a plan for developing a multi-year forecast, which is to be designed as a result of broad input, including from the ICANN Community.
Fourteen members of the Board voted in favor of Resolutions 2014.04.30.09, 2014.04.30.10, 2014.04.30.11, and 2014.04.30.12. Erika Mann and Kuo-Wei Wu voted against the Resolutions. Kuo-Wei noted for the record that the actions taken are not responsible to the communities. The Resolutions carried.
Rationale for Resolutions 2014.04.30.09 – 2014.04.30.12
The public comment forum on the Draft FY15 Budget was initially set to run from 24 April 2014 through 4 June 2014. The announcement of the transition of NTIA's Stewardship of the IANA Functions has impacted the allocation of resources for the FY15 Budget in order to allow ICANN to prioritize the launching of transition work. As a result, additional time is needed to finalize the draft FY15 Budget and to allow the Board Finance Committee (BFC) and staff sufficient interaction on the content of the draft FY15 Budget before posting for public comment. Accordingly, the public comment period has been adjusted to run from 8 May 2014 through 1 July 2014.
The BFC agreed and recommended that the Board approve the FY15 Budget after the London meeting and by no later than the end of September 2014, in order to adjust for the revised public comment schedule. Additionally, the BFC noted that the ATRT2 Recommendations 12.1 and 12.5 call for the budget consultation process to be improved by ensuring that sufficient time is allocated for the Board to take into account all input before approving the budget.
This action enhances ICANN's transparency and accountability to the community, and allows the Board sufficient time to consider all community inputs prior to taking a decision on the FY15 Budget. Such a process includes, but is not limited to, collecting and consolidating comments received during the public comment processes (both online and face-to-face), reviewing and analyzing all comments received, determining potential changes to the draft budget resulting from the comments received, developing comprehensive responses to all comments, communicating with and obtaining approval from the BFC for proposed changes to the budget resulting from received comments, communicating to the Board the nature of the comments and resulting proposed changes to the final draft budget submitted for Board approval, as recommended by the BFC, and obtaining final Board approval.
In order to allow for ICANN to operate during the beginning of FY15, beginning on 1 July 2014 through the date that the Board approves the FY15 Budget, ICANN requires Board authorization. Therefore, the Board is authorizing the President and CEO, and his designees, to operate during the first quarter of FY15 in accordance with the Draft FY15 Budget that is to be posted for public comment from 8 May 2014 through 1 July 2014. This action will allow for ICANN to maintain its current operations pending formal approval of the FY15 Budget.
The delay in approval of the budget, as it is accompanied with a measure to allow the operations of ICANN to continue, is not expected to have a material impact on the planned fiscal operations of the organization or the community. This decision will not have an impact on the security, stability or resiliency of the DNS.
This is an Organizational Administrative Function of ICANN not requiring public comment.
The Chair then called the meeting to a close.
Published on 27 June 2014
1 At pp. 101-104 of the transcript for the ICANN Public Forum.
2 The GAC's early communications relating to IGO protections consisted of an April 2012 Letter [PDF, 62 KB] to the ICANN Board stating that treaty and national laws protection could be criteria for GAC advice on IGO protections in future gTLD rounds, and the October 2012 Toronto Communiqué [PDF, 92 KB] noting that the ".int" criteria could be a starting point for IGO protections.
3 Note that the ALAC has also issued Statements on the issue, including a Statement on the PDP WG's chartered issues in January 2013, a Statement on the PDP WG's Initial Report in July 2013, and a Statement on the PDP WG's Draft Final Report in November 2013. The ALAC also submitted public comments on the PDP WG's Final Report in January 2014.
4 The Singapore Communiqué also referenced IGOs, noting that the GAC is awaiting the Board's response on implementing GAC Advice on this topic.