Nominating Committee | Operating Procedures 2008

Contents

• Code of Ethics for the Nominating Committee Members
  1. Scope
  2. Nom Com's Objectives
  3. Nom Com's Role
  4. Integrity and Conflict of Interest
  5. Confidentiality and Privacy
  6. Formal Statement of Commitment to the Code of Ethics
• Nom Com Operating Procedures
  1. Modifications to Nom Com Procedures
  2. Contribution of Nom Com Members
  3. Vacancies and Removal from Nom Com
  4. Language for Conduct of Nom Com's Communications
  5. Terminology
  6. Internal Communications and Relations
     1. Communications and Meetings
     2. Volunteer Service
     3. Non-Voting Members
     4. Access to Information
  7. External Communications and Relations
     1. Transparency
     2. Recruitment Consultations
     3. Public Input
     4. Confidentiality and Privacy
  8. Criteria for Selection for ICANN Directors, GNSO Council Members, Interim ALAC Members and ccNSO Council Members
     1. Roles for the Positions to Be Filled
     2. Criteria for Selection of ICANN Directors
     3. Additional Considerations for the ccNSO Council Positions
  9. Eligibility Factors for ICANN Directors, GNSO Council Members, Interim ALAC Members, ccNSO Council Members
  1. Eligibility Factors for ICANN Directors
  2. Eligibility Factors for GNSO Council Members
  3. Eligibility Factors for Interim ALAC Members
  4. Eligibility Factors for ccNSO Council Members
  10. Review and Evaluation of Candidates

Annex 1

• Code of Ethics for Nominating Committee Members
  1. Scope

     This Code of Ethics applies to and must be agreed to by:

     • any and all ICANN Nominating Committee (Nom Com) members [ http://www.icann.org/general/bylaws.htm#VII-2]
     • any and all ICANN staff members engaged in supporting the work of the Nominating Committee, and
     • any and all outside consultants who may be retained by the Nominating Committee to assist with any phase of its work.
  2. Nom Com's Objectives

     The following are the core objectives of the Nom Com:

     • Identify, recruit, and nominate the highest-quality nominees for the positions Nom Com is charged to fill;
     • Advance the core mission, values and bylaws of ICANN [Bylaws Article I, Sections 1 and 2, see http://www.icann.org/general/bylaws.htm#I-1 and http://www.icann.org/general/bylaws.htm#I-2);
     • Trust and respect all members of the Nom Com;
     • Pursue diversity in geography, culture, skills, experience, and perspectives from across the global Internet community;
     • Earn the trust and respect of the Internet community by acting with fairness and integrity, and by providing transparency of objectives, criteria, procedures, and mechanisms for receiving input, while respecting candidates’ privacy and maintaining the confidentiality that is necessary to assure open and frank communications within Nom Com;
  3. Nom Com's Role

     Nom Com is responsible for the selection of portions of the members of the ICANN Board of Directors, GNSO Council, Interim ALAC, and ccNSO Council, filling these leadership positions in a way that complements the selections made for such positions by the Supporting Organizations and the ALAC.

     The central rationale for using a nominating committee to select a portion of the ICANN leadership bodies is to balance those who can represent particular areas of knowledge and interests with those who place the broad public interest of the global Internet community ahead of any particular interests. Nom Com’s role is to select individuals of the highest integrity and capability who place the broad public interest of the global Internet community ahead of any particular interests, and who are nevertheless knowledgeable about ICANN’s mission and environment.

     To achieve this broad public-interest orientation, the members of Nom Com are drawn from across the ICANN and global Internet communities. They act only on behalf of the interests of the global Internet community within the scope of the ICANN mission and the responsibilities assigned to Nom Com by ICANN Bylaws. They act as individuals and are not beholden to their appointing constituencies as they work by consensus to derive the Nom Com slates of Selected Nominees for these leadership bodies.

     The Nom Com functions independently from the ICANN Board, Supporting Organizations, and Advisory Committees. The Nom Com selections are final; no further approval or ratification is needed. Together the Nom Com and Supporting Organization selection pathways ensure that ICANN benefits from functional, cultural, geographic diversity in its policy development and decision-making as the Internet evolves. Nom Com is responsible for the selection of all ICANN Directors except the President and those selected by ICANN's Supporting Organizations, and for such other selections as are set forth in the Bylaws. [Bylaws Article VII, Section 1, see http://www.icann.org/general/bylaws.htm#VII-1]

  4. Integrity and Conflicts of Interest

     Nom Com members act only on behalf of the interests of the global Internet community and within the scope of the ICANN mission and responsibilities assigned to it by the ICANN Bylaws. The Nom Com is designed to function independently from the ICANN Board, the Supporting Organizations, and Advisory Committees.

     Nom Com members are expected to strictly adhere to the ICANN Conflict of Interest Policy. See http://www.icann.org/committees/coi/coi-policy-04mar99.htm, which is incorporated by reference herein and shall be an integral part of this Code of Ethics.

     Each Nom Com member must disclose promptly to the Chair any financial or other relations that might affect (or might reasonably be seen to affect) his/her performance on the Committee, including any financial connections and/or personal non-monetary advantages to any individual under consideration by the Nom Com. A subcommittee will be formed by the Chair to review disclosed conflicts or potential conflicts and to determine how to handle them. Nom Com members must excuse themselves from participation in discussion and voting where such conflict exists.

     Nom Com members must not have any pre-existing commitments concerning the nomination of any particular candidates or potential candidates.

     Each Nom Com member is expected to pursue the stated objectives of the Committee, to comply with the rules and procedures established by the Committee, and to support the decisions the Committee makes.

     Each Nom Com member is expected to do his/her best to find the highest-qualified candidates for consideration by the Nom Com, and to do his/her best to encourage those individuals to serve.

     At no time shall any member of Nom Com act in a way that would bring the Committee into disrepute or undermine the integrity of the process by which the Committee makes its selections.

  5. Confidentiality and Privacy

     All Nom Com members will safeguard all internal Nom Com communications concerning the candidates and treat them as private, confidential, and for the use of immediate Committee members and Nom Com staff only, without exception.

     Nom Com members will not disclose outside of the Committee any of the discussions, deliberations, communications, records and notes, about the candidates. Further, Nom Com members will not disclose outside of the Committee the identities of the candidates under consideration by Nom Com, unless Nom Com as a whole has decided to do so and the explicit consent of the candidate(s) in question has been obtained. In situations where outside expertise from a third party is sought in the evaluation of candidates, the Nom Com will take measures to ensure that the third party is similarly bound by confidentiality.

     When communicating confidential materials by electronic means, NomCom members agree to:

     • take all reasonable precautions and use best efforts to maintain the confidentiality of both the storage and the communication of all Nom Com information;
     • not attempt to receive, generate, access or store confidential information on computers that are not under their personal control, unless other conditions of the Code of Ethics apply to equipment controlled by others;;
     • notify the Nom Com Chair if a computer used to store confidential material by electronic means has been stolen or otherwise compromised; and
     • take responsibility for observing the relevant applicable law regarding Personal Data Protection in their respective countries of residence.

     Nom Com members shall destroy all confidential materials related to the work of the Committee, when the work of the Committee ended or when no longer serving on the Nom Com.

  6. Formal Statement of Commitment to the Code of Ethics

     The following statement must be signed and submitted by all current serving Nom Com members:

     I understand the core objectives of the Nom Com and fully agree to strictly adhere to this Code of Ethics and the ICANN Conflict of Interests Policy (as may be amended from time to time), and that failure to do so will constitute grounds for my immediate removal from the Nom Com.

• Nom Com Operating Procedures
  1. Modifications to Nom Com Procedures

     Considerable care has been taken in developing the Nom Com Procedures. The Nom Com process, however, is relatively new to ICANN. In setting and publicizing its procedures, the Nom Com reserves the right to modify them in the course of its work in order to ensure efficiency and effectiveness in fulfilling its responsibilities. If Nom Com concludes that modification of these procedures is necessary, Nom Com will post the changes on the Nom Com web page.

  2. Contribution of Nom Com Members

     Nom Com members are expected to engage in outreach, recruitment, and information gathering; to read the submitted and gathered information about each candidate under consideration; to participate in both deliberations about individual candidates and construction of slates of candidates that will fulfill the requirements for each of the leadership bodies for which Nom Com selects members; to participate in Nom Com teleconferences; to work diligently with Nom Com colleagues toward an overall consensus on the best possible group of candidates to be selected; and to adhere to the Code of Ethics.

  3. Vacancies and Removal from Nom Com

     Vacancies that may occur in Nom Com may be filled for the remainder of the term by the same means through which the position was initially filled. In the event that a Nom Com member is removed for any reason, he/she is obligated to delete all Nom Com-related material. In the event that a member of the Nom Com staff is removed for any reason, he/she is obligated to arrange for secure transfer of all Nom Com-related material to a Nom Com designated person, and then to delete all Nom Com-related material from his/her own records in any form.

     A Nom Com member may be removed following notice to the member and, if selected by a Supporting Organization constituency or Advisory Committee, after notice to that Supporting Organization constituency or Advisory Committee, by a majority vote of all NomCom members entitled to vote. In such a scenario, the member who is the subject of the removal action shall not be entitled to vote on such an action or be counted as a voting member of Nom Com when calculating the required majority vote. Each vote to remove a member shall be a separate vote on the sole question of the removal of that particular member.

     A member of the Nom Com staff may be removed by the Chair of Nom Com, following notice to the ICANN CEO.

  4. Language for Conduct of Nom Com's Communications

     Nom Com will conduct its communications in English.

  5. Terminology

     The term "Candidate" will be reserved for those individuals who agree to be considered by the Nom Com for whom all required information in the Statement of Interest has been received.

     The term "Selected Nominee" is reserved to refer to a Candidate selected by Nom Com for a position for which it is charged to fill.

  6. Internal Communications and Relations
     1. Communications and Meetings

        Nom Com will carry out its work primarily through teleconferences and email. When proposed for immediate decisions, draft materials for NomCom's work should normally be distributed at least five working days in advance of the meetings.

        The Chair will seek to facilitate confidential communications in a way that makes the most sense for the Nom Com members.

        The 2008 Nom Com held an initial face-to-face meeting in November 2007 in Los Angeles, USA. Members of the NomCom who are present at the ICANN meeting in New Delhi during February 2008 will engage in various committee outreach activities during that meeting. A second face-to-face meeting of the committee will take place on 27-29 June 2008 where the committee will make its selections. Nom Com members are strongly encouraged to travel to face-to-face meetings, however, provisions for participation via teleconference will be arranged for members unable to attend in person. Reimbursement of necessary expenses will be available for travel to face-to-face meetings, in accord with applicable terms of ICANN travel reimbursement policy.

     2. Volunteer Service

        Nom Com members serve as volunteers, without compensation. This contribution is respected and appreciated. Provisions will be made to alleviate the financial burden of the Nom Com's teleconferences. Without prior approval from the Chair for the incurrence of expenditure, reimbursement will not be made for any other expenditures.

     3. Non-Voting Members

        Except for formal votes, non-voting members of the Nom Com will take part in all Nom Com activities on an equal basis with voting members.

        All Nom Com members may participate in all discussions and deliberations (unless a conflict of interest has been determined to be present).

     4. Access to Information

        The Chair will maintain a non-public central file of Candidates under consideration, including available background, professional information, and all gathered information. All Nom Com members will have access to the information in the central file. The central file is confidential to Nom Com members and NomCom staff, and to any and all outside consultants who may be retained by the Nominating Committee to assist with any phase of its work, as is appropriate with respect to the terms of their engagement

        At the conclusion of the Nom Com process, the Chair, who will serve as Advisor to the next Nom Com, will seek the consent of unsuccessful candidates for his restricted retention of their names and email addresses for the purpose of alerting them when the next Nom Com announces its Formal Call for Statements of Interest, and, upon their request, entering their Statements of Interest in the candidate pool for 2008 The Chair will also retain the names and email addresses of candidates who wish to be considered for any interim vacancies that may occur during 2008 (see Statement of Interest, question E.2). No information for other individual candidates will be retained.

        Concerning the internal communications the rules described in the point 5 of the Code of Ethics apply.

  7. External Communications and Relations
     1. Transparency

        The Nom Com will publish its rules and procedures on its webpage on the ICANN website. In consultation with the Nom Com, the Chair will establish and publicize milestones and deadlines, including the public call for suggestions for candidates, so as to allow the NomCom to complete its work in a timely way.

        The Chair will serve as the official spokesperson for Nom Com.

     2. Recruitment Consultations

        The Nom Com will engage proactively in consultations with the various elements of the ICANN community in its recruitment efforts. Such contacts will include the IETF, the DNS root name server operators, the regional Internet registries, the Address Council, the gTLD and ccTLD registries and registrars, the Council and constituencies of the GNSO, the Council and constituencies of the ccNSO, the technical liaison group and the Security and At Large Advisory Committees.

        The success of the Nom Com will depend in no small measure on the willingness and ability of Nom Com members to engage in affirmative recruitment of excellent candidates. The Nom Com will use all readily available means to publicize the call for Statements of Interest.

        In order to encourage Nom Com members do their best to identify and recruit outstanding candidates, each Nom Com member will be asked to present a list of several possible candidates for each of the bodies to be populated in part by the Nom Com.

     3. Public Input

        The Nom Com will call publicly for Statements of Interest from, inter alia, across the global Internet community to find the talent and experience needed for the positions it fills, to inform the community of Nom Com's decisions, and to generate the confidence and respect of the community for those positions that Nom Com selects.

        The Nom Com will use all readily available means to publicize the call for Statements of Interest.

        Nom Com will actively seek suggestions for potential candidates to enlarge and enhance the pool of candidates. A suggestion, however, is not a requirement for consideration by the Nom Com. Self-nominations are strongly encouraged.

        The Chair will provide a minimum of 30 days notice for interested parties to submit a Statement of Interest.

        Because Nom Com will conduct its work in English, all submissions to Nom Com must be provided in English. In Nom Com's Formal Call for Statements of Interest, Nom Com grants permission for translation of the Formal Call provided (1) any distributed translation includes the full text of the Formal Call in English in its entirety and made without any changes and (2) a copy of the translation and the identity and contact information for the translator are sent to NomCom at nomcom2008@icann.org.

        All Statements of Interest will be acknowledged in a timely fashion, using the contact information provided by the submitter.

        Nom Com will provide a one-way communication mechanism (email or web-based) through which the public can easily provide input to assist the Nom Com in its work. [See section d below regarding the confidential treatment of input received about specific candidates via this mechanism].

     4. Confidentiality and Privacy

        All the Nom Com members and Nom Com staff will safeguard all internal Nom Com communications concerning the candidates and treat them as strictly private, confidential, and for the use of immediate committee members and Nom Com staff only, without exception.

        Communications of the Nom Com are limited to the Nom Com members and Nom Com staff, and cannot include a Nom Com member’s assistant, or other staff.

        Nom Com members will not disclose outside of the 2008 Committee any of the discussions, deliberations, communications, record and notes about the candidates. Further, Nom Com members and Nom Com staff will not disclose outside of the 2008 Committee the identities of the candidates under consideration by Nom Com, unless Nom Com as a whole has decided to do so and the explicit consent of the candidate(s) in question has been obtained.

        Note that because Nom Com will need to check references and consult with selected third-party sources on a confidential basis before making its final selections, those wishing to be considered as Candidates are required to confirm their understanding of the confidentiality arrangements when they submit a Statement of Interest. Nom Com also reserves the right to disclose the identities of those who submit a suggestion when it is necessary to do so in the course of the due diligence process.

        When Nom Com has completed its selection of Nominees for the positions that it is charged to fill, Nom Com will publish the identities of the Selected Nominees.

        Statistical information, without identifying information (for example, information about the size and nature of the Candidate pool) may be published.

  8. Criteria for Selection for ICANN Directors, GNSO Council Members, Interim ALAC Members, and ccNSO Council Members

     The Nom Com will apply the criteria for selection and terms of eligibility, as defined in the applicable ICANN Bylaws, to identify a strong pool of qualified Candidates that meet the highest standards of integrity and capability.

     To select from this pool of qualified Candidates, Nom Com will take into account relevant and additional considerations related to the roles to be filled as the selection process progresses.

     By doing so, the Nom Com seeks to ensure that ICANN can benefit from those who place the public interest of the global Internet community ahead of any particular special interests, but who nevertheless are or commit themselves to becoming knowledgeable about the environment in which ICANN operates.

     In doing so, the Nom Com also implements ICANN's Core Values to seek and support broad, informed participation reflecting the functional, geographic, and cultural diversity of the Internet at all levels of policy development and decision-making.

     1. Roles of the Positions to Be Filled

        Nom Com will be selecting its Nominees with careful consideration of the roles they fill:

        ICANN's Directors, as a group, are responsible for exercising the powers of ICANN, controlling its property, and conducting or directing its business and affairs, except as otherwise provided in the ICANN Articles of Incorporation or Bylaws. Directors serve as individuals who have the duty to act in what they reasonably believe are the best interests of ICANN and not as representatives of the entity that selected them, their employers, or any other organizations or constituencies. [Bylaws Article II, section 1 and Article VI, Section 7]

        The GNSO Council is responsible for managing the policy development process of the GNSO. [Bylaws Article X, Section 3.4]

        The Interim ALAC is to consider and provide advice on the activities of ICANN, insofar as they relate to the interests of individual users. [Bylaws Article XI, Section 2.4]

        The ccNSO Council is responsible for managing the policy-development process of the ccNSO. [Bylaws Article IX, Section 3.8]

        For all these positions, Nom Com will apply the selection criteria in the Bylaws for ICANN Directors [see below]. Nom Com may use some additional considerations for the GNSO Council and Interim ALAC, and ccNSO Council positions to support the specific roles of these entities [see below].

     2. Criteria for Selection of ICANN Directors

        "ICANN Directors shall be:

        1. Accomplished persons of integrity, objectivity, and intelligence, with reputations for sound judgment and open minds, and a demonstrated capacity for thoughtful group decision-making;
        2. Persons with an understanding of ICANN's mission and the potential impact of ICANN decisions on the global Internet community, and committed to the success of ICANN;
        3. Persons who will produce the broadest cultural and geographic diversity on the Board consistent with meeting the other criteria set forth in this Section;
        4. Persons who, in the aggregate, have personal familiarity with the operation of gTLD registries and registrars; with ccTLD registries; with IP address registries; with Internet technical standards and protocols; with policy-development procedures, legal traditions, and the public interest; and with the broad range of business, individual, academic, and non-commercial users of the Internet;
        5. Persons who are willing to serve as volunteers, without compensation other than the reimbursement of certain expenses; and
        6. Persons who are able to work and communicate in written and spoken English." [Bylaws Article VI, Sec. 3.6]

        It is understood that the criteria of cultural and geographic diversity as reflected in (iii) above includes gender, ethnic, religious, or other forms of diversity.

     3. Additional Considerations for GNSO, ALAC and ccNSO Positions

        The criteria for selection of the GNSO Council, ccNSO Council, and At Large Advisory Committee members are less specifically defined in the Bylaws, but the NomCom notes the "Legislative History" behind the decision for Nom Com to select some individuals to the above committees. [ ICANN: A Blueprint for Reform, Section 3 (20 June 2002) and Final Implementation Report and Recommendations, Section 3(C) (2 October 2002)]

        Nom Com is looking for women and men who have demonstrated the maturity, experience, knowledge and skills to handle the tasks and make the judgments involved in fulfilling the roles of Board Directors, GNSO Council Members, ccNSO Council Members, and ALAC Members.

        1. Additional Considerations for the GNSO Council Positions

           For the GNSO Council positions, specific experience related to the scope of GNSO's work with the Domain Name System would be advantageous.

        2. Additional Considerations for the Interim ALAC Positions

           For the ALAC positions, experience and skills that bear on gathering, understanding, and communicating the interests of individual users would be advantageous. Perspectives not otherwise reflected in the existing ALAC membership would be advantageous. Nom Com's selections for ALAC are intended to diversify the skill and experience sets of the ALAC, including in such areas as group decision-making. Over time these Nom Com selections present an opportunity to connect with the interests of individual users from all categories.

        3. Additional Considerations for the ccNSO Council Positions

           For the ccNSO Council positions, while no specific considerations are reflected in the Bylaws, experience or knowledge of ccTLDs and issues of importance to the global Internet, would be advantageous. Additionally, familiarity of the global environment in which ICANN operates and perspectives not otherwise reflected in the ccTLD community would be likewise be advantageous.

  9. Eligibility Factors for ICANN Directors, GNSO Council Members, ALAC Members, ccNSO Council Members
     1. Eligibility Factors for ICANN Directors
        1. Nom Com shall seek to ensure that the ICANN Board is composed of members who in the aggregate display diversity in geography, culture, skills, experience, and perspective, by applying the criteria set forth above in this document. [Bylaws Article VI, Section 2.2]
        2. At no time shall the Nom Com select a Director to fill any vacancy or expired term whose selection would cause the total number of Directors (not including the President) who are citizens of countries in any one Geographic Region to exceed five; and the NomCom shall ensure through its selections that at all times the Board includes at least one Director who is a citizen of a country in each ICANN Geographic Region. [Bylaws Article VI, Section 2.2]
        3. No official of a national government or a multinational entity established by treaty or other agreement between national governments may serve as a Director. As used herein, the term "official" means a person (i) who holds an elective governmental office or (ii) who is employed by such government or multinational entity and whose primary function with such government or entity is to develop or influence governmental or public policies. [Bylaws Article VI, Section 4.1]
        4. No person who serves in any capacity (including as a liaison) on any Supporting Organization Council shall simultaneously serve as a Director or liaison to the Board. [Details on this restriction are explained in the Bylaws Article VI, Section 4.2]

        ICANN Directors appointed by the Nom Com whose terms expire at the ICANN General Meeting of 2008 have not exceeded the three term limit as defined in the Bylaws.

     2. Eligibility Factors for GNSO Council Members

        No more than one officer, director, or employee of any particular corporation or other organization (including its subsidiaries and affiliates) shall serve on the GNSO Council at any given time. [Bylaws Article X, Section 3.5]

     3. Eligibility Factors for ALAC Members

        The five members of ALAC selected by the Nom Com shall include one citizen of a country within each of the five Geographic Region (Europe; Asia/Australia/Pacific; Latin America/Caribbean Islands; Africa; and North America) established according to Bylaws Article VI, Section 5. [ Bylaws Article XI, Section 2.4(b)] ALAC vacancies for 2008 are for citizens from the European and North American regions.

     4. Eligibility Factors for ccNSO Council Members

        There are no additional Bylaw eligibility considerations for ccNSO Council Members selected by the Nom Com.

  10. Review and Evaluation of Candidates Nom Com expects to complete its selection of Nominees for all of the positions it is charged to fill in 2008 in time for those selected to be seated at the conclusion of the ICANN 2008 Annual Meeting.

      Nom Com will post on the Nom Com webpage a Work Plan with identified Milestones. Nom Com reserves the right to adjust its schedule within the boundaries of the Bylaw requirements. Adjustments in Nom Com's schedule will be posted on its webpage.

      Additional information on the 2008 Nominating Committee process will be included in the Formal Call for Statements of Interest and Suggestions for Candidates which will be posted on the Nom Com webpage.

      Nom Com will begin its review of Candidate information contained in the completed Statement of Interest as soon as it has received confirmed all required information.

      The Nom Com will evaluate Candidates in a fair and consistent manner, considering the Statement of Interest, references and, as needed, interviews, consultations, and third-party information sources. While doing so, it will adhere to its Code of Ethics .

      See also Section 8 above which describes the criteria and additional considerations that will be taken into account in NomCom's selections. Section 9 describes the eligibility factors.

      Note that endorsements by organizations or groups and lists of signatories are not appropriate for this Nom Com process, and they will not be influential in Nom Com's selections.

      Nom Com will need to carry out due diligence regarding the candidates it wishes to consider in the final review round. For this purpose, Nom Com will arrange (with the consent of these candidates as noted in question E.1 of the 2008 Statement of Interest) to verify confidential references and credentials and consult with others not named by the Candidate on a confidential basis.

      It should be noted that this Nom Com process differs from an election, although the goal is the same: to elicit the Internet community's participation in a thorough process leading to the selection of very well-qualified individuals to fulfill the specific roles of their positions.

Annex 1

NomCom Time Table - Milestones

Announcement of Formal Call — 15 December 2007

Deadline of Formal Call for Full Consideration — 15 April 2008

Review and Evaluation — April to late June 2008

Face-to-Face Meeting and Selection — 27-29 June 2008

Results Announced to ICANN Secretary — 8 September 2008

Selected candidates take their positions as the conclusion of the ICANN General Meeting in November 2008