Minutes | Special Meeting of the ICANN Board | 14 March 2012

A Special Meeting of the ICANN Board of Directors was held on 14 March 2012 in San Jose, Costa Rica at 5:00 p.m. local time.

Chairman Steve Crocker promptly called the meeting to order.

In addition to the Chair the following Directors participated in all or part of the meeting: Rod Beckstrom (President and CEO), Sébastien Bachollet, Cherine Chalaby, Bertrand de La Chapelle, Chris Disspain, Bill Graham, Erika Mann, Gonzalo Navarro, Ray Plzak, R. Ramaraj, George Sadowsky, Mike Silber, Bruce Tonkin (Vice Chair), Kuo-Wei Wu and Judith Vazquez.

The following Board Liaisons participated in all or part of the meeting:; Ram Mohan, SSAC Liaison; Thomas Narten, IETF Liaison; Thomas Roessler, TLG Liaison; and Suzanne Woolf, RSSAC Liaison.

Heather Dryden, GAC Liaison, sent apologies.

  1. Board Member Conflicts of Interest – New gTLD Program
  2. Any Other Business


  1. Board Member Conflicts of Interest – New gTLD Program

    Bruce Tonkin introduced the process undertaken in the Board Governance Committee to identify potential Board member conflicts of interest in relationship to the New gTLD Program. Bruce noted the creation of a subcommittee to review the conflicts on a particular issue, and the subcommittee will issue a report to the Board for ratification of decisions as they relate to individual Board members.

    Cherine Chalaby, the leader of the subcommittee, then provided a detailed explanation on the work of the subcommittee, including its process, principles, and its preliminary determinations.  After the Board's resolution in December 2011 regarding heightened conflicts of interest practices within the New gTLD Program, the Board members were requested by the General Counsel to provide information specific to the New gTLD Program. The Subcommittee then reviewed that specific information and made a preliminary determination for each Board member or liaison regarding whether there was the potential for an existence of a conflict of interest (perceived or actual), and if so, potential ways to mitigate that conflict. Every Board member was given an opportunity to meet with the Subcommittee regarding the determination. The principles used to guide the determinations are first, that the collective interest of ICANN is greater then the interest of an individual director or Board liaison; second, minimize the potential of action by a conflicted director or liaison; third, the Subcommittee viewed conflicts as those that are actual, potential or perceived; and fourth, to attempt to find mitigating factors in the event a director or liaison was determined to have a conflict.

    Cherine explained that the Subcommittee would now present the determinations for the Board to review, focusing on those directors or liaisons that requested meetings with the Subcommittee.

    The Board then reviewed and discussed the determination relating to a liaison that requested a meeting with the Subcommittee.

    The General Counsel and Secretary confirmed that after the reveal of all applicants in the New gTLD Program, the determinations may warrant a review to determine if any changes are needed, as that may clarify some of the potential for conflicts of interest.

    The Board continued its discussion and reviewed the determination relating to one of the Directors that requested a meeting with the Subcommittee. The Board noted that new information had been provided regarding potential conflicts of interest that was not considered by the Subcommittee.

    Ray Plzak then moved and Judith Vazquez seconded the following resolution:

    Resolved (2012.03.14.01), the Subcommittee of the Board Governance Committee on Ethics and Conflicts is requested to review its determination of a perceived, potential or actual conflict of interest in relation to one of the Directors to determine if the mitigation factors identified remain correct as a result of new information learned at the meeting.

    Rationale for Resolution 2012.03.12.01

    In assuring its adherence to the highest standards of ethics and addressing conflicts of interest, a Subcommittee has been formed to assist the Board Governance Committee in reviewing Board member and liaison statements of interests. The intensive review and discussion regarding conflicts of interest increases ICANN's accountability to the community. This is expected to have a positive impact on the community, and no impact on the resources of the organization. This decision is not expected to impact the security or stability of the DNS.

    Fourteen Board members voted in favor or Resolution 2012.03.14.01. Sébastien Bachollet abstained from voting. Bertand de La Chapelle was unavailable to vote on the resolution. The resolution carried.

    Ray Plzak confirmed that the Subcommittee would meet with the director at issue as soon as possible.

    The Board then turned to the discussion and consideration of the Subcommittee's determination related to another director who requested a meeting.

    The General Counsel and Secretary noted the extent of the work undertaken by the Subcommittee to reach these determinations and the opportunities for discussion presented to the each of the directors.

    The Board then took under consideration a proposed resolution addressing the Subcommittee's determination on all directors and liaisons as it relates to the New gTLD Program, with the exception of the need for further work on the director identified previously in the meeting.

    Bruce Tonkin noted that it is important to specify that the conflicts of interest identified by the Subcommittee are in relation to the current round of the New gTLD Program within the Applicant Guidebook, and not a conflict for all time.

    The General Counsel and Secretary concurred with Bruce's comment.

    Chris Disspain queried if there was a need to pass a resolution accepting the determinations today, given that there is an existing process to handle gTLD-related resolutions before the Board as a whole.

    The General Counsel and Secretary noted that following Chris's suggestion could allow for the remaining determination to reach conclusion. However, all directors who have been identified as potentially having a conflict related to New gTLD Program would have to consent to leaving the room to allow for the gTLD-related resolutions to proceed to consideration.

    Bertrand de La Chapelle suggested that those directors or liaisons with a potential conflict of interest be polled to determine if they are willing to leave the room to allow for the New gTLD-related matter to be considered.

    Sébastien Bachollet requested that all non-new gTLD-related matters be concluded prior to the time when the directors and the liaisons leave the room.

  2. Any Other Business

    The Board held a confidential conversation on a staff-related issue. No actions were undertaken.

    The Chair then called the meeting to a close.