Special Meeting of the Board Minutes 13 December 2000

13 December 2000

A meeting of the Board of Directors of the Internet Corporation for Assigned Names and Numbers ("ICANN") was held by teleconference on 13 December 2000. The following Directors of the Corporation were present by telephone: Vint Cerf (chairman), Karl Auerbach, Rob Blokzijl, Ivan Moura Campos, Frank Fitzsimmons, Ken Fockler, Hans Kraaijenbrink, Sang-Hyon Kyong, Jun Murai, Nii Quaynor, Michael Roberts, Helmut Schink, and Linda S. Wilson. Directors Amadeu Abril i Abril, Jonathan Cohen, and Andy Mueller-Maguhn joined the call while it was in progress. Also present on the teleconference were Louis Touton, Vice-President, Secretary, and General Counsel of the Corporation and Christopher Mill, a consultant to the Corporation on executive recruitment.

The meeting was called to order by Vint Cerf at 15:09 UTC (7:09 am U.S. Pacific Standard Time). He noted that the agenda for the meeting would begin with a relatively short discussion on the proposed Finance Committee, to be followed by a presentation and discussion on the search for a replacement for ICANN's start-up CEO, Michael Roberts.

Finance Committee

Linda Wilson presented a proposal to form a Finance Committee. In response to questions from the Board, she described the proposed committee's role in relation to that of the already-existing Audit Committee; the Finance Committee would assist the President in formulation of budgets, facilitate consultation within the community on budget priorities, recommend mechanisms for tracking performance against the budget, and make recommendations to the Board concerning the budget. She presented a proposed initial charter for the Finance Committee. The Audit Committee, on the other hand, would focus on ensuring proper audits and Board oversight of the Corporation's finances.

Michael Roberts proposed that Linda Wilson chair the Finance Committee. Linda Wilson proposed that Jonathan Cohen, Helmut Schink, and Ivan Moura Campos also serve on the committee.

During the above discussion, Jonathan Cohen joined the meeting.

Helmut Schink moved that the Board adopt two resolutions to create and populate the Finance Committee as suggested by Linda Wilson. Hans Kraaijenbrink seconded these motions.

In further discussion, Jonathan Cohen proposed that the language of the pending motion to create the Finance Committee be revised to insert the word "initial" before "charter" to indicate that the committee may in the future develop and recommend to the Board adjustments to its charter. This proposal was accepted as a friendly amendment. Mr. Cohen also confirmed that he would be willing to serve on the Finance Committee (he had just joined the call at the time of the earlier discussion of the committee's composition).

There being no further discussion of this matter, the Board adopted the following resolutions by a 14-0-0 vote:

Resolved [00.96] that there be, and there hereby is, effective immediately, designated a Committee of the Board to be named the "Finance Committee," responsible for consulting with the President on the annual budget process of the corporation; for reviewing and making recommendations on the annual budget submitted by the President; and for developing and recommending long range financial objectives for the corporation. The Finance Committee's initial charter shall be:

Charter for the Finance Committee

I. Purpose

The Finance Committee of the ICANN Board is responsible for consulting with the President on the annual budget process of the corporation; for reviewing and making recommendations on the annual budget submitted by the President; and for developing and recommending long range financial objectives for the corporation.

II. Membership of Finance Committee

The Finance Committee shall be comprised of three or more directors as determined and appointed annually by the Board, each of whom shall be free from any relationship that, in the opinion of the Board, would interfere with the exercise of his or her independent judgment as a member of the Committee.

III. Scope of Finance Committee Work

In accomplishing its assigned responsibilities, the Finance Committee will undertake the following listed duties and such other matters within its responsibilities as may warrant its attention.

(1) Assist the President and Chief Executive Officer in carrying out his or her responsibilities under Article XI, section 4 of the Bylaws with respect to preparation and presentation of the annual budget to the Board, including, where pertinent, the setting of fees and charges as provided in Article XI, section 5 of the Bylaws.

(2) Facilitate the annual budget process, including recommendations to the President on appointment of the consultative budget group of Registries and Registrars.

(3) In consultation with the President, establish such budget tracking and reporting standards as are appropriate to the needs of the committee and the Board.

(4) Review the annual budget and make specific recommendations to the Board on its adoption, including where desirable, comments on expense
levels, revenue structures, fees and charges, adequacy of proposed funding levels of programs, and adequacy of provision for reserves.

(5) Undertake a review, at least annually, of the long range financial objectives of the corporation and their ability to sustain the corporation and the accomplishment of its stated mission and programs. Report to the Board annually on such objectives, including recommendations for revision as appropriate.

Further resolved [00.97] that Linda Wilson be, and hereby is, appointed chair of the Finance Committee, and that Jonathan Cohen, Helmut Schink, and Ivan Moura Campos are appointed members of the Finance Committee.

CEO Search

Vint Cerf, as chair of the Executive Search Committee, introduced Christopher Mill, the executive recruiter retained by ICANN to assist in locating a replacement for Michael Roberts, the Corporation's President and CEO, who agreed to serve in that capacity through ICANN's start-up.

Mr. Mill gave a presentation regarding his efforts in finding candidates according to the qualifications developed by the Executive Search Committee and Board. He reported that the search had recently focused on three candidates and discussed them in the context of the qualifications. The Board then discussed in detail the candidates, comparing their strengths. During this discussion, Directors Amadeu Abril i Abril and Andy Mueller-Maguhn joined the meeting.

After a lengthy discussion, the sense of the Board emerged, without objection, that Stuart Lynn was the preferred candidate. Dr. Cerf, Mr. Roberts, and Mr. Touton were requested to proceed to negotiate employment arrangements with Stuart Lynn and to return to the Board for its consideration of the results of those negotiations. It was agreed that until completion of those negotiations the results of the CEO search should remain confidential.

The meeting was adjourned at 16:18 UTC (8:18 am U.S. Pacific Standard Time).

Louis Touton