Preliminary Report | Regular Meeting of the ICANN Board 20 November 2013

[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 Board's Minutes, when approved by the Board 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 Special Meeting of the ICANN Board of Directors was held on 20 November 2013 in Buenos Aires, Argentina, at 15:40 local time.

Steve Crocker, Chair, promptly called the meeting to order.

The following Directors participated in all or part of the meeting:Sébastien Bachollet, Cherine Chalaby, Fadi Chehadé (President and CEO), Bertrand de La Chapelle, Chris Disspain, Bill Graham, Wolfgang Kleinwächter, Olga Madruga-Forti, Gonzalo Navarro, Erika Mann, Ray Plzak , Bruce Tonkin (Vice Chair), George Sadowsky, Mike Silber, and Kuo-Wei Wu.

The following Board Liaisons participated in all or part of the meeting: Ram Mohan (SSAC Liaison), Jonne Soininen (IETF Liaison) and Suzanne Woolf (RSSAC Liaison). Francisco da Silva (TLG Liaison) and Heather Dryden (GAC Liaison) sent apologies.

Bruno Lanvin was in attendance as an invited observer.

The following ICANN Staff participated in all or part of the meeting: Akram Atallah (President – Global Domains Division), Susanna Bennett (Chief Operating Officer), Xavier Calvez (Chief Financial Officer), John Jeffrey (General Counsel and Secretary), David Olive (Vice President, Policy Development), Michelle Bright, Sally Costerton, Chris Gift, Jamie Hedlund, Elizabeth Le, Karine Perset, and Amy Stathos.

This is a preliminary report of the approved resolutions resulting from the Regular Meeting of the ICANN Board of Directors, which took place on 20 November 2013.

  1. Consent Agenda
    1. Approval of President and CEO FY14 At-Risk Compensation
  2. Main Agenda
    1. Digital Platform Contract


  1. Consent Agenda:

    The Chair introduced the item on the consent agenda and called for a vote. The Board then took the following action:

    Resolved, the following resolutions in this Consent Agenda are approved:

    1. Approval of President and CEO FY14 At-Risk Compensation

      Whereas, each Board member has confirmed that he/she does not have a conflict of interest with respect to establishing the amount of payment for the President and CEO's FY14 T1 at-risk compensation payment.

      Whereas, the Compensation Committee recommended that the Board approve payment to the President and CEO for his FY14 T1 at-risk compensation.

      Resolved (2013.11.20.01), the Board hereby approves a payment to the President and CEO for his FY13 T2 at-risk compensation component.

      Resolved (2013.11.20.02), specific items within this resolution shall remain confidential as an "action relating to personnel or employment matters", pursuant to Article III, section 5.2 of the ICANN Bylaws.

      Rationale for Resolutions 2013.11.20.01 – 2013.11.20.02

      When the President and CEO was hired, he was offered a base salary, plus an at-risk component of his compensation package. Consistent with all ICANN staff, the President and CEO is evaluated against specific goals that he sets in coordination with the Compensation Committee.

      In Buenos Aires, the Compensation Committee recommended that the Board approve the President and CEO's at-risk Compensation for the first trimester of FY14 and the Board agrees with that recommendation.

      While this will have a fiscal impact on ICANN, it is an impact that was contemplated in the FY14 budget. This decision will not have an impact on the security, stability or resiliency of the domain name system.

      This in an Organizational Administrative Function that does not require public comment.

    All members of the Board present voted in favor of Resolutions2013.11.20.01 and 2013.11.20.02. The Resolutions carried.

  2. Main Agenda:

    1. Digital Platform Contract

      The Board discussed a proposed contract to engage a vendor to facilitate the development of the new digital platform and the website update. Although these activities fall squarely within the purview of ICANN management, since the investment will be more that $500,000, the Board is required to authorize management to undertake this financial obligation. The Board decided to consider this agenda item at the public meeting on 21 November 2013.

      No resolution taken.

    The Chair called the meeting to a close.

Published on 3 December 2013