Board Activities and Meetings
Preliminary Report | Regular Meeting of the ICANN Board - Open Session 3 November 2019
Formal Minutes are still to be approved by the ICANN Board.
Note: This has not been approved by the Board and does not constitute minutes but does provide a preliminary attempt setting forth the unapproved reporting of the resolutions from that meeting. Details on voting and abstentions will be provided in the Minutes, when approved at a future meeting.
NOTE ON ADDITIONAL INFORMATION INCLUDED WITHIN PRELIMINARY REPORT – ON RATIONALES – Where available, a draft Rationale for each of the Board's actions is presented under the associated Resolution. A draft Rationale is not final until approved with the minutes of the Board meeting.
A Regular Meeting of the ICANN Board of Directors was held in person on 3 November 2019 in Montreal, Canada at 10:37 local time.
Cherine Chalaby, Chair, promptly called the meeting to order.
In addition to the Chair, the following Directors participated in all or part of the meeting: Becky Burr, Maarten Botterman, Ron da Silva, Sarah Deutsch, Chris Disspain, Avri Doria, Rafael Lito Ibarra, Danko Jevtovic, Akinori Maemura, Göran Marby (President and CEO), León Sánchez, Matthew Shears, Tripti Sinha, and Nigel Roberts.
The following Directors sent their apologies: Khaled Koubaa.
The following Board Liaisons participated in all or part of the meeting: Harald Alverstrand (IETF Liaison), Manal Ismail (GAC Liaison), Merike Käo (SSAC Liaison), and Kaveh Ranjbar (RSSAC Liaison).
Secretary: John Jeffrey (General Counsel and Secretary).
This is a Preliminary Report of the Regular Meeting of the ICANN Board, which was held in person on 3 November 2019 in Montreal, Canada at 10:37 local time.
- Main Agenda:
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Main Agenda:
The Chair introduced the Main Agenda and requested that the shepherd for each agenda item to introduce the item.
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Consideration of Reconsideration Request 19-2
The Chair of the Board Accountability Mechanisms Committee (BAMC) introduced the agenda item. Three Directors abstained from consideration of the matter indicating potential or perceived conflicts of interest, or out an abundance of caution. The BAMC Chair explained that this matter is before the Board for consideration at this stage in the Reconsideration process because the majority of the BAMC members have recused themselves from voting on Reconsideration Request 19-2 (Request 19-2) due to potential or perceived conflicts, or out an abundance of caution. Accordingly, the BAMC does not have a quorum to consider Request 19-2. Therefore, the Board is considering Request 19-2 in lieu of a Recommendation by the BAMC.
A member of ICANN org briefed the Board on Request 19-2, which was submitted by Namecheap, Inc. (Requestor), seeking reconsideration of ICANN org's renewal of the registry agreements (RAs) with the .ORG and .INFO top-level domains (TLDs) in so far as the renewals eliminated "the historic price caps" on domain name registration fees for .ORG and .INFO. The Requestor claims that ICANN org's decision to allegedly ignore public comments to keep price caps in legacy gTLDs contradicts with ICANN's Commitments and Core Values. The Requestor also claims that ICANN Staff failed to consider material information concerning the nature of .ORG and security issues with new gTLDs when it executed the .ORG/.INFO renewed RAs. There is no evidence to support the Requestor's claims. In fact, there is no evidence to support that ICANN org ignored public consultation. Both renewals went out for public comments. ICANN org reviewed and evaluated all of the 3700 comments received. The comments were discussed not only in the report of public comments but also discussed through extensive briefing with the ICANN Board. The fact that the price caps were removed from the renewed RAs does not render the public comment process a sham or that ICANN org failed to act in the public benefit or that ICANN org ignored material information, which it did not. As such, it is recommended that the Board deny Request 19-2 because ICANN org's execution of the .ORG/.INFO renewed RAs did not contradict ICANN's Bylaws, policies, or procedures, and ICANN Staff did not fail to consider material information in executing the Agreements.
Following discussion, the Chair called for a vote and the Board took the following action:
Whereas, Namecheap Inc. (Requestor) filed a reconsideration request (Request 19-2) challenging ICANN organization's 2019 renewal of the Registry Agreements (RAs) with Public Interest Registry (PIR) and Afilias Limited (Afilias) for the .ORG and .INFO generic top-level domains (gTLDs), respectively (collectively, .ORG/.INFO Renewed RAs), insofar as the renewals eliminated "the historic price caps" on domain name registration fees for .ORG and .INFO.1
Whereas, the Requestor claims that ICANN org's "decision to ignore public comments to keep price caps in legacy gTLDs is contrary to ICANN's Commitments and Core Values, and ICANN should reverse this decision for the public good."2 The Requestor also asserts that ICANN Staff failed to consider material information concerning the nature of .ORG and security issues with new gTLDs when it executed the .ORG/.INFO Renewed RAs.3
Whereas, pursuant to Article 4, Section 4.2(l), the Ombudsman accepted Request 19-2 for consideration, and, after investigating, concluded that "the CEO and Staff acted within the scope of the powers given them by the Board," and that "no rules or duties of corporate governance were violated (including the ICANN Bylaws)."4
Whereas, the Board designated the Board Accountability Mechanisms Committee (BAMC) to review and consider Reconsideration Requests and make recommendations to the Board on the merits of those Requests. (See Bylaws, Art. 4, § 4.2(e).) However, the BAMC is empowered to act only upon consideration by a quorum of the Committee.5
Whereas, the majority of the BAMC members have recused themselves from voting on Reconsideration Request 19-2 due to potential or perceived conflicts, or out an abundance of caution. Accordingly, the BAMC does not have a quorum to consider Request 19-2. Therefore, the Board is considering Request 19-2 in lieu of a Recommendation by the BAMC.
Whereas, the Board has carefully considered the merits of Request 19-2 and all relevant materials and concludes that ICANN org's execution of the .ORG/.INFO Renewed RAs did not contradict ICANN's Bylaws, policies, or procedures, and that ICANN Staff did not fail to consider material information in executing the Agreements. Accordingly, the Board proposes denying Request 19-2.
Resolved (2019.11.03.01), the Board adopts the Proposed Determination on Reconsideration Request 19-2.
Twelve Directors voted in favor of Resolution 2019.11.03.01. Three Directors abstained. One Director was unavailable to vote. The Resolution carried.
Rationale for Resolution 2019.11.03.01
The Board is taking this action today pursuant to Article 4, Section 4.2 of the ICANN Bylaws. Under Section 4.2 of the Bylaws, the Board designated the Board Accountability Mechanisms Committee (BAMC) to review and consider Reconsideration Requests before making recommendations to the Board on the merits of those Requests. See Bylaws, Art. 4, § 4.2(e). However, the BAMC is empowered to act only upon consideration by a quorum of the Committee.6 The majority of the BAMC members have recused themselves from voting on Reconsideration Request 19-2 due to potential or perceived conflicts, or out an abundance of caution. Accordingly, the BAMC does not have a quorum to consider Request 19-2. Therefore, the Board has considered and issues the Proposed Determination in lieu of a Recommendation by the BAMC.
The Board has carefully considered the merits of Request 19-2 and all relevant materials. For the reasons set forth in the Proposed Determination, which are incorporated here, the Board concludes that ICANN org's execution of the .ORG/.INFO Renewed RAs did not contradict ICANN's Bylaws, policies, or procedures, and that ICANN Staff did not fail to consider material information in executing the Agreements. Accordingly, the Board proposes denying Request 19-2.
Pursuant to Article 4, Section 4.2(q), the Requestor has 15 days from the receipt of the Board's Proposed Determination on Request 19-2 to submit a rebuttal. Following the rebuttal period, the Board will issue a final determination on Request 19-2 in accordance with Article 4, Section 4.2(r) of the Bylaws.
This action is within ICANN's Mission and is in the public interest as it is important to ensure that, in carrying out its Mission, ICANN is accountable to the community for operating within the Articles of Incorporation, Bylaws, and other established procedures. This accountability includes having a process in place by which a person or entity materially affected by an action of the ICANN Board or Staff may request reconsideration of that action or inaction by the Board. This action should have no financial impact on ICANN and will not negatively impact the security, stability and resiliency of the domain name system.
This decision is an Organizational Administrative Function that does not require public comment.
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Consideration of Reconsideration Request 19-3
The Chair of the BAMC introduced the agenda item. Three Directors abstained from consideration of agenda item indicating potential or perceived conflicts of interest, or out an abundance of caution. The BAMC Chair explained that this matter is before the Board for consideration at this stage in the Reconsideration process because the majority of the BAMC members have recused themselves from voting on Reconsideration Request 19-3 (Request 19-3) due to potential or perceived conflicts, or out an abundance of caution. Accordingly, the BAMC does not have a quorum to consider Request 19-3. Therefore, the Board is considering Request 19-3 in lieu of a Recommendation by the BAMC.
A member of ICANN org briefed the Board on Request 19-3, which was submitted by Electronic Frontier Foundation (Requestor), seeking reconsideration of ICANN org's renewal of the registry agreement (RA) with the .ORG top-level domain (TLD). The Requestor challenges the renewal insofar as the renewal permits the registry operator at its election to implement additional protections of legal rights of third parties unilaterally, without further consultation with existing .ORG registrants or the ICANN community, and applies the Uniform Rapid Suspension (URS) rules to .ORG registrants. The Requestor claims that the inclusion of this rights protection mechanism is contrary to ICANN's Bylaws. The Requestor also seeks reconsideration of the Board inaction on the basis that the Board did not vote, formally vote, on the renewal of the .ORG RA itself. The Requestor asks ICANN org and the Board to amend the renewed agreement to eliminate the section that relates to the addition of the URS in the RA. There is no evidence to support the Requestor's claims. The proposed renewal was published for public comment. ICANN org reviewed and evaluated all of the comments received. The comments were discussed not only in the report of public comments but also discussed through extensive briefings with the ICANN Board. The evidence shows that the Board considered all material information as part of its review of the proposed renewal. In its consideration of all material information, the Board decided that the execution of the renewed RA was part of the delegation authorities assigned to the President and CEO, or his designees, and that such action did not require a vote from the Board prior to execution. As such, it is recommended that the Board deny Request 19-3 because ICANN org's execution of the .ORG renewed RA was consistent with ICANN's Bylaws, policies, and procedures. Further, the Board did not fail to consider material information or rely on false or inaccurate material information by allowing ICANN Staff to execute the .ORG Renewed RA without voting on it prior to execution.
Following discussion, the Chair called for a vote and the Board then took the following action:
Whereas, Electronic Frontier Foundation (Requestor) filed a reconsideration request (Request 19-3) challenging ICANN organization's renewal of the Registry Agreement (RA) with Public Interest Registry (PIR) for the .ORG generic top-level domain (gTLD) (the .ORG Renewed RA), insofar as the renewal permits PIR to, "'at its election, implement additional protections of the legal rights of third parties,' unilaterally and without further consultation with existing .ORG registrants or the ICANN community" and applies the Uniform Rapid Suspension (URS) rules to .ORG registrants (collectively, the URS Rights Protection Mechanisms or URS RPMs).7 The Requestor also seeks reconsideration of an alleged Board inaction, insofar as the ICANN Board of Directors did not vote on the .ORG Renewed RA.
Whereas, the Requestor claims that ICANN org's inclusion of the RPMs in the .ORG Renewed RA "run[s] contrary to ICANN's bylaws."8 The Requestor also claims that the Board's inaction (i.e., that the Board did not vote on the .ORG Renewed RA) was based on the Board's consideration of inaccurate relevant information and the Board's failure to consider material information.9
Whereas, pursuant to Article 4, Section 4.2(l), the Ombudsman accepted Request 19-3 for consideration, and, after investigating, concluded that the selection of terms to include in RAs is "ICANN org's choice to make as directed by the Board—and as such, the actions of the Staff, acting with the authority vested in the CEO by the Bylaws and the Board, do not merit any kind of recommendation from me to the BAMC or the Board under [Request] 19-3."10 The Ombudsman further concluded that "[i]n action or inaction, the Board did nothing improper in deciding to stay the course, so far as I can see. It heard the Community, it read the public comments (at the very least the comprehensive Staff Report summary), and in the end, it decided that the renewal terms for the Legacy gTLDs (including .org) were acceptable."11
Whereas, the Board designated the Board Accountability Mechanisms Committee (BAMC) to review and consider Reconsideration Requests and make recommendations to the Board on the merits of those Requests. (See Bylaws, Art. 4, § 4.2(e).) However, the BAMC is empowered to act only upon consideration by a quorum of the Committee.12
Whereas, the majority of the BAMC members have recused themselves from voting on Reconsideration Request 19-3 due to potential or perceived conflicts, or out an abundance of caution. Accordingly, the BAMC does not have a quorum to consider Request 19-3. Therefore, the Board is considering Request 19-3 in lieu of a Recommendation by the BAMC.
Whereas, the Board has carefully considered the merits of Request 19-3 and all relevant materials and concludes that reconsideration is not warranted because ICANN org's execution of the .ORG Renewed RA was consistent with ICANN's Bylaws, policies, and procedures. Further, the Board did not fail to consider material information or rely on false or inaccurate material information by allowing ICANN Staff to execute the .ORG Renewed RA without voting on it prior to execution. Accordingly, the Board proposes denying Request 19-3.
Resolved (2019.11.03.02), the Board adopts the Proposed Determination on Reconsideration Request. 19-3.
Twelve Directors voted in favor of Resolution 2019.11.03.02. Three Directors abstained. One Director was unavailable to vote. The Resolution carried.
Rationale for Resolution 2019.11.03.02
The Board is taking this action today pursuant to Article 4, Section 4.2 of the ICANN Bylaws. Under Section 4.2 of the Bylaws, the Board designated the Board Accountability Mechanisms Committee (BAMC) to review and consider Reconsideration Requests before making recommendations to the Board on the merits of those Requests. See Bylaws, Art. 4, § 4.2(e). However, the BAMC is empowered to act only upon consideration by a quorum of the Committee.13 The majority of the BAMC members have recused themselves from voting on Reconsideration Request 19-3 due to potential or perceived conflicts, or out an abundance of caution. Accordingly, the BAMC does not have a quorum to consider Request 19-3. Therefore, the Board has considered and issues the Proposed Determination in lieu of a Recommendation by the BAMC.
The Board has carefully considered the merits of Request 19-3 and all relevant materials. For the reasons set forth in the Proposed Determination, which are incorporated here, the Board concludes that reconsideration is not warranted because ICANN org's execution of the .ORG Renewed RA was consistent with ICANN's Bylaws, policies, and procedures. Further, the Board did not fail to consider material information or rely on false or inaccurate material information by allowing ICANN Staff to execute the .ORG Renewed RA without voting on it prior to execution. Accordingly, the Board proposes denying Request 19-3.
Pursuant to Article 4, Section 4.2(q), the Requestor has 15 days from the receipt of the Board's Proposed Determination on Request 19-3 to submit a rebuttal. Following the rebuttal period, the Board will issue a final determination on Request 19-3 in accordance with Article 4, Section 4.2(r) of the Bylaws.
This action is within ICANN's Mission and is in the public interest as it is important to ensure that, in carrying out its Mission, ICANN is accountable to the community for operating within the Articles of Incorporation, Bylaws, and other established procedures. This accountability includes having a process in place by which a person or entity materially affected by an action of the ICANN Board or Staff may request reconsideration of that action or inaction by the Board. This action should have no financial impact on ICANN and will not negatively impact the security, stability and resiliency of the domain name system.
This decision is an Organizational Administrative Function that does not require public comment.
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Independent Review Process Implementation Oversight Team Recomposition
The Chair of the BAMC introduced the agenda item. He explained that the Independent Review Process Implementation Oversight Team (IRP-IOT) is responsible for, among other things, updating the IRP supplementary rules of procedure for Board consideration and approval, and developing rules for the Cooperative Engagement Process. The IRP-IOT was formed during CCWG-Accountability Work Stream 1 (WS1) as a group envisioned to include seven volunteers of experts in IRPs, arbitration or alternative dispute resolution mechanisms. Over time, the IRP-IOT had difficulties in achieving active participation or quorum with its current membership at regularly scheduled meetings. The BAMC, in its oversight role of ICANN's accountability mechanisms, has undertaken to repopulate the IRP-IOT with members who have the substantive qualifications and time availability to help the IOT conclude its work in a timely fashion. This process was done in consultation with the Supporting Organizations and Advisory Committees. The BAMC Chair then read the resolved clauses into the record.
Several Directors remarked on the importance of the proposed resolution.
Following discussion, the Board called for a vote and the Board took the following action:
Whereas, the Independent Review Process (IRP) is an accountability mechanism established by the ICANN Bylaws that allows for third party review of ICANN Board or staff actions (or inactions) alleged by an affected party to be inconsistent with ICANN's Articles of Incorporation or Bylaws.
Whereas, the Bylaws specify that IRP Implementation Oversight Team (IRP-IOT) is responsible for, among other things, updating the IRP supplementary rules of procedure for Board consideration and approval, and developing rules for the Cooperative Engagement Process.
Whereas, the Bylaws further specify that an IRP-IOT shall be "established in consultation with the Supporting Organizations [SOs] and Advisory Committees [ACs]" and that the IRP-IOT shall be "comprised of members of the global Internet community." (See Bylaws, Art. 4, § 4.3(n).)
Whereas, the IRP-IOT was formed during CCWG-Accountability Work Stream 1 (WS1) as a group envisioned to include seven volunteers of experts in IRPs, arbitration or alternative dispute resolution mechanisms.
Whereas, the IRP-IOT had difficulties in achieving active participation or quorum with its current membership at regularly scheduled meetings.
Whereas, the Board Accountability Mechanisms Committee (BAMC), in its oversight role of ICANN's accountability mechanisms, has undertaken to repopulate the IRP-IOT with members who have the substantive qualifications and time availability to help the IOT conclude its work in a timely fashion.
Whereas, at the request of the BAMC, ICANN organization issued a Call for Expressions of Interest and conducted community outreach seeking new volunteers to join the IRP-IOT.
Whereas, the BAMC specified that volunteers should have the necessary legal or judicial skills and experience in IRPs, arbitrations, or other alternate dispute resolution mechanisms, specific familiarity with ICANN's accountability mechanisms, the time and availability to attend at least a one hour call each week to participate on IRP-IOT telephonic meetings, and sufficient availability to contribute to the work online.
Whereas, the BAMC has confirmed with the current members of the IRP-IOT who have actively participated in the IRP-IOT since January 2018 that they would like to continue serving on the IRP-IOT and that they have the time and availability to attend at least a one hour call each week to participate on IRP-IOT telephonic meetings, as well as sufficient availability to contribute to the work online.
Resolved (2019.11.03.03), the Board delegates to the BAMC the authority in this instance to select the members according to the documentation submitted to the Board, and the Board directs the BAMC to provide a proposal to the Board for the future process of finalizing changes to the composition of the IRP-IOT, if needed.
Resolved (2019.11.03.04), the Board acknowledges the work of the BAMC in recomposing the IRP-IOT and directs the BAMC to provide regular updates to the Board on the status of the work of the recomposed IRP-IOT.
Resolved (2019.11.03.05), the Board thanks the SOs and ACs for their work in consulting with the BAMC on the recomposition of the IRP-IOT and hopes that the SOs and ACs will remain engaged with the effort. The Board further thanks all candidates who submitted expressions of interest to join the IRP-IOT. The Board further thanks all members of the IRP-IOT for their efforts to date.
All members of the Board present voted in favor of Resolutions 2019.11.03.03, 2019.11.03.04, and 2019.11.03.05. One Director was unavailable to vote. The Resolutions carried.
Rationale for Resolutions 2019.11.03.03 – 2019.11.03.05
The Independent Review Process (IRP) is an accountability mechanism provided by the ICANN Bylaws that allows for third party review of ICANN Board or staff actions (or inactions) alleged by an affected party to be inconsistent with ICANN's Articles of Incorporation or Bylaws. Per the Bylaws, an IRP Implementation Oversight Team (IRP-IOT) is responsible for, among other things, updating the IRP Supplementary Procedures for Board approval, and developing rules for the Cooperative Engagement Process (CEP). The Board is taking this action today because it is committed to ensuring that the work of the IRP-IOT is completed in a timely and efficient manner to bring the IRP in line with the updated Bylaws.
The IRP-IOT's scope of work involves drafting the Updated Supplementary Procedures for Board consideration and approval, developing rules for the CEP, making recommendations of trainings for the IRP standing panel, and developing the rules governing appeals from IRP panel decisions.14 The current IRP-IOT was formed in late 2015 within CCWG-ACCT WS1 as a group envisioned to include seven volunteers of experts in the IRPs, arbitration or alternative dispute resolution mechanisms, as well as participants from ICANN's legal department.15 Over the past several years, the IRP-IOT has experienced difficulties in achieving active participation and quorum from the current membership at regularly scheduled meetings.
The participation level of the IRP-IOT needs to improve dramatically in order to complete the remaining work in the estimated time frame. The Board Accountability Mechanisms Committee (BAMC), as the Board Committee with oversight responsibility of ICANN's accountability mechanisms, identified that as part of re-composing the IRP-IOT and supporting the important role that the IRP has within ICANN's overall accountability, it is important to focus on bringing the correct mix of skills to the group to complete the work. The BAMC identified those as specific legal or judicial skills and experience in disputes such as IRPs, arbitrations, or other alternate dispute resolution mechanisms, as well as specific familiarity with ICANN's accountability mechanisms. In terms of time commitment, the BAMC asked for volunteers who have the time and availability to attend at least a one hour call each week to participate on IRP-IOT telephonic meetings, as well as sufficient availability to contribute to the work online.
Pursuant to the Bylaws requirement that an IRP-IOT be "established in consultation with the Supporting Organizations [SOs] and Advisory Committees [ACs]", the process to recompose the IRP-IOT was done in consultation with the SOs and ACs. The BAMC and ICANN org conducted several community outreach efforts, including an issuance of a Call for Expressions of Interest through the Community Leadership Digest in April 2019 and a letter from the BAMC Chair to the SO/AC leadership in which the BAMC Chair asked for the help of the SO/AC leadership in the recomposition process. (See Letter from León Sanchez to SO/AC leadership dated 26 June 2019). The BAMC encouraged the SO/ACs, if interested, to use their own selection processes to provide inputs to the BAMC on candidates. If invited, representatives of ICANN org were available for discussion on the issue.
Following community outreach and a Call for Expressions of Interest, the BAMC then considered whether each of the volunteers that responded to the call for expressions of interest satisfied the substantive qualifications and time requirements sufficient to serve on the IRP-IOT. Some of the volunteers were presented to the BAMC with endorsement from the Generic Names Supporting Organization Council.
With respect to those IRP-IOT members that have actively participated in the IRP-IOT since January 2018, the BAMC, through ICANN org, sought confirmation from each as to whether they wished to continue serving on the IRP-IOT and that they have the time and availability to attend at least a one hour call each week to participate on IRP-IOT telephonic meetings, as well as sufficient availability to contribute to the work online. The full composition from the BAMC also continues the participation from ICANN org's legal department, which brings a practical and important view of how the proposals out of the IRP align in practice as well as potential implications on the ICANN Bylaws and resourcing issues. As the ICANN Board has responsibility to make sure that the IRP, envisioned as the "constitutional court" of ICANN, operates properly under the Bylaws, the BAMC also recommends that two ICANN Board members are formally identified as members of the IRP-IOT and actively participate in this work. The Board notes that other members of the reconstituted IRP-IOT have been, or anticipate to be, involved as claimants against ICANN in IRPs, and the Board notes that their experience is also extremely valuable when finalizing the procedures and other aspects of an IRP that is fit for purpose. The Board further notes that the BAMC may add new members to the IRP-IOT as appropriate should the need to do so arise, and provided that the new members meet the substantive and time requirements for IRP-IOT membership. The Board affirms the BAMC's work in recomposing the IRP-IOT and directs the BAMC to provide regular updates to the Board on the status of the work of the recomposed IRP-IOT.
The BAMC has also recommended that the recomposed IRP-IOT include a leadership refresh as part of reinvigorating and renewing the cadence of the work of the IRP-IOT. The Board agrees with BAMC's recommendation and thanks the IRP-IOT leadership for the work to date.
The Board thanks the SOs and ACs for their work in identifying additional members the IRP-IOT and hopes that the SOs and ACs will remain engaged with the effort. The Board further thanks all candidates who submitted expressions of interest to join the IRP-IOT. The Board further thanks all members of the IRP-IOT for their efforts to date.
This action is within ICANN's Mission and is in the public interest as part of implementing and achieving the enhanced outcomes of the IRP in accordance with the recommendations of the community. This action is also within ICANN's Mission and is in the public interest as it is important to ensure that, in carrying out its Mission, ICANN is accountable to the community for operating within the Articles of Incorporation, Bylaws, and other established procedures, by having a process in place by which a person or entity materially affected by an action of the ICANN Board or Staff may request third-party review of that action or inaction by the Board.
Adopting the BAMC's Recommendation has no financial impact on ICANN and will not negatively impact the security, stability and resiliency of the domain name system.
This decision is an Organizational Administrative Function that does not require public comment.
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Ombudsman FY19 At-Risk payment
The Chair introduced the agenda item, which was initially intended for a closed Board session. The General Counsel and Secretary explained the process of going from a closed to open Board session, wherein certain portions of the resolution will remain confidential as an "action relating to personnel or employment matters", pursuant to Article 3, section 3.5b of the ICANN Bylaws. The Chair read the resolved clauses into the record.
Following discussion, the Chair called for a vote and the Board took the following action:
Whereas, the Compensation Committee recommended that the Board approve payment to the Ombudsman of his FY19 at-risk compensation.
Resolved (2019.11.03.06), the Board hereby approves a payment to the Ombudsman of his FY19 at-risk compensation component.
Resolved (2019.11.03.07), a portion of this action by the Board shall remain confidential as an "action relating to personnel or employment matters", pursuant to Article 3, section 3.5b of the ICANN Bylaws.
All members of the Board present voted in favor of Resolutions 2019.11.03.06 and 2019.11.03.07. One Director was unavailable to vote. The Resolutions carried.
Rationale for Resolutions 2019.11.03.06 – 2019.11.03.07
Annually the Ombudsman has an opportunity to earn a portion of his compensation based on specific performance goals set by the Board, through the Compensation Committee. This not only provides incentive for the Ombudsman to perform above and beyond his regular duties, but also leads to regular touch points between the Ombudsman and Board members during the year to help ensure that the Ombudsman is achieving his goals and serving the needs of the ICANN community.
Evaluation of the Ombudsman's objectives results from both the Ombudsman self-assessment, as well as review by the Compensation Committee, which lead to a recommendation to the Board with which the Board agrees.
Evaluating the Ombudsman's annual performance objectives is in furtherance of the goals and mission of ICANN and helps increase the Ombudsman's service to the ICANN community, which is in the public interest.
While there is a fiscal impact from the results of the scoring, that impact was already accounted for in the FY19 budget. This action will have no impact on the security, stability or resiliency of the domain name system.
This is an Organizational Administrative Function that does not require public comment.
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AOB
No AOB issues raised or resolutions taken.
The Chair then called the meeting to a close.
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Published on 12 November 2019
1 Request 19-2, § 3, at Pg. 2.
2 Id. at § 3.
3 Id.
4 https://www.icann.org/en/system/files/files/reconsideration-19-2-namecheap-evaluation-icann-ombudsman-request-07sep19-en.pdf.
5 See BAMC Charter https://www.icann.org/resources/pages/charter-bamc-2017-11-02-en.
6 See id.
7 Request 19-3, § 3, at Pg. 2.
8 Id., § 8, at Pg. 5.
9 Id., § 8, at Pgs. 8-9.
10 Evaluation by the ICANN Ombudsman of Request for Reconsideration 19-3, at Pg. 3, 7 September 2019, https://www.icann.org/en/system/files/files/reconsideration-19-3-electronic-frontier-evaluation-icann-ombudsman-request-07sep19-en.pdf.
11 Id., at Pg. 6.
12 See BAMC Charter https://www.icann.org/resources/pages/charter-bamc-2017-11-02-en.
13 See id.
14 See Bylaws, Art. 4, § 4.3(j)(i) and 4.3(j)(iii) (https://www.icann.org/resources/pages/governance/bylaws-en/#article4).