A meeting of the Transition Board of Directors of the Internet Corporation for Assigned Names and Numbers (ICANN) was held by teleconference on 23 January 2003. The following Directors of the Corporation were present by telephone: Vint Cerf (chairman), Alejandro Pisanty, Amadeu Abril i Abril, Karl Auerbach, Ivan Moura Campos, Lyman Chapin, Masanobu Katoh, Hans Kraaijenbrink, Helmut Schink, Francisco da Silva, and Linda S. Wilson. Directors Jonathan Cohen, Mouhamet Diop, and Nii Quaynor joined the call while it was in progress. Also present on the teleconference were Rob Blokzijl and Mike Roberts (members of the Executive Search Committee) and Christopher Mill (the executive recruiter retained by ICANN).

The meeting was called to order by Vint Cerf at 13:08 UTC. Lyman Chapin was appointed to act as secretary for the meeting.

CEO Search

Dr. Cerf informed the Board that the sole objective of the meeting was to receive a report from the Executive Search Committee and the executive recruiter concerning progress in the search for a new ICANN CEO, and that no decisions would be made at this meeting. He emphasized the fact that the meeting was concerned specifically and exclusively with this personnel matter, and emphasized the importance of confidentiality in this regard.

The Chair stated that he expected several actions to be taken as a result of the Board's discussion:

1) the preparation of a draft CEO employment agreement;

2) the scheduling of telephone interviews with leading candidates in the view of the CEO Search Committee; and

3) the scheduling of an additional teleconference meeting of the Board, after the telephone interviews have been completed, to make a final decision.

The Chair noted that after the decision taken in (3), the Board must still negotiate a final employment agreement with the chosen candidate.

The Chair proposed the following agenda, which was accepted by the Board:

1) Report from the executive recruiter (Christopher Mill) describing the search process and reviewing the characteristics of various candidates.

2) Comments from the members of the CEO Search Committee.

3) Open discussion among the Board.

4) Adjournment.

Dr. Cerf, as chair of the Executive Search Committee, introduced Christopher Mill, the executive recruiter retained by ICANN to assist in locating a replacement for Stuart Lynn, the ICANN's President and CEO. His report included the following main points:

1. Mill reviewed fifty-two people in some degree of detail, including people close to ICANN and people far removed from ICANN:

7 from Asia
5 from Australasia
15 from Europe
25 from North America
(no candidates were identified from Africa or South America)

2. Of those fifty-two, eleven have had some degree of contact with the Executive Search Committee.

3. The scope of the search was much wider than the scope of search followed to locate a successor to Michael Roberts in 2000.

4. The Executive Search Committee has narrowed the field for focused consideration by the full Board. Documentation of the qualifications of these candidates has been provided to the Board.

5. Mill has conducted extensive background checks on the candidates on which the Board is focusing, with positive results in all cases.

6. Mill gave a summary presentation of the background and qualifications of each of the candidates on the narrowed list.

Members of the CEO Search Committee commented on their individual impressions of each candidate.

The Board discussed the relative qualifications of the candidates on the narrowed list. This discussion culminated in a list of questions for the candidates that the Board believes would elicit information that would be useful in making their final decision:

1. Does the candidate understand that the CEO takes policy direction from the Board?

2. How would the candidate deal with the day-to-day operations of ICANN? We would be interested to hear their ideas for managing ICANN effectively as a business.

3. What does the candidate see as the most important/critical issue(s) for ICANN in the next year? We would like to assess the candidate's awareness of the challenges that ICANN faces during the next 12 month period.

4. Is the candidate serious about the job of ICANN CEO on its merits? There is some concern that a candidate might view this job as a temporary position bridging a gap in the availability of venture funding (for example), or a way to build visibility with the intention of going on to something else.

5. To what extent does the candidate understand the dynamics (interactions and motivations) among ICANN's stakeholders?

6. How would the candidate effectively manage the ICANN staff?

7. Is the candidate prepared to "hit the ground running"? There will be no "honeymoon period" for this new CEO.

8. How well does the candidate understand what ICANN is trying to accomplish through the reform process?

The meeting was adjourned at 15:20 UTC.

Lyman Chapin
Secretary for the Meeting

Louis Touton
ICANN Secretary