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Minutes - Executive Committee Meeting 28 July 2010

28-29 July 2010

Executive Committee Attendees: Peter Dengate Thrush, Dennis Jennings, Rajasekhar Ramaraj and Rod Beckstrom.

Staff Attendees: John Jeffrey, General Counsel and Secretary;
Doug Brent, COO; and Diane Schroeder, Director, Board Support.

The Executive Committee Meeting was called to order 06.00 UTC, 29 July 2010.

The Executive Committee reviewed a proposed budget received from the Board’s Affirmation Reviews Working Group. The committee reviewed the work completed by the Working Group and considered the terms of a proposed agreement with the Berkman Center at Harvard Law School being proposed by the Accountability and Transparency Review Team.

There was a discussion regarding the difficulties of attempting to negotiate an agreement with Harvard based upon the short time period and pressures to complete the agreement. The Executive Committee agreed that we should proceed with the current terms available, but that in the future other review teams should be given the form ICANN agreements and instructed that the terms of any groups that are hired must conform to those agreements. In particular, no future agreements should be accepted without indemnification clauses. After considering the budgets and other information the Executive Committee voted and approved the following resolutions.

Accountability and Review Team Budget and Related Contractor Agreement

Whereas, a working group of board members was formed to review issues relating to Affirmation Reviews, the Affirmation Reviews Working Group (WG). The WG, composed of Rita Rodin Johnston (Chair), Dennis Jennings, Vanda Scartezini, Katim Touray, Ray Plzak and Peter Dengate Thrush, met for the first time in Brussels, and received a proposed Accountability and Transparency Review Team (ATRT) budget on July 7, 2010.

Whereas, on July 10, 2010 the WG then had a telephone conference with the ATRT Chair, to review the budget and go over some issues raised by the WG. The ATRT group put together a proposed budget that included travel expenses and a study to be performed by the Berkman Center ("Berkman"), which would assist the team in its work.

Whereas, ICANN legal staff has been working with the ATRT Chair and Berkman to finalize a contractor agreement for Berkman’s services.

Whereas, the WG recommends that the Executive Committee approve the budget as soon as possible and direct the CEO to enter into a contract with Berkman. In addition, the WG believes that there has been a lack of clarity about the budget setting process, delays in establishing new processes for dealing with these Reviews, and concerns that the independence of the review process needs to be respected, while exercising the Board's role in ensuring prudent expenditures.

Resolved (2010-07-28-EX-001) the Executive Committee of the Board hereby authorizes the CEO to adopt the changes to the ICANN Budget associated with the requested work of the Accountability and Transparency Review Team and for the CEO, working with the General Counsel, to negotiate and then enter into an agreement with the Berkman Center as soon as possible.

Resolved (2010-07-28-EX-002), the Executive Committee notes the unique nature of the contractual terms of the Berkman Center agreement relating to indemnification and directs the CEO to accept the additional high risk associated with those terms in this instance, while also directing ICANN staff to work with future review teams to make it a requirement that ICANN form agreements make up the basis for contracting arrangements, only permitting reasonable modifications that do not create additional risk to the organization.

Resolved (2010-07-28-EX-003), the Executive Committee directs the CEO to provide a proposal to the Affirmation Reviews Working Group to address the budgetary issues for the remainder of the reviews for this cycle as soon as possible, in order to assist in avoiding these issues going forward.

Board Expenses Approvals

Board Member Expense Approvals

After a presentation and discussion regarding the value of board member participation in the activities addressed in the approvals, the board also considered the following resolutions regarding future board member travel related expenses.

Resolved (2010-07-28-EX-004), the Executive Committee hereby approves the following Board Member related expenditures for payment:

  1. From Katim Touray - travel to two regional African IGF meetings: East African Internet Governance Forum (IGF), Aug. 11-13, Kampala, Uganda ( - expenses not to exceed $4500 USD; and, West African IGF, Aug. 23-25, Dakar, Senegal - expenses not to exceed $1000 USD.
  2. From Jean-Jacques Subrenat - telephone and connectivity expenses in the amount of $257.13 Euros (7 January to 6 April).

The Meeting was adjourned at 06.55 UTC.