Minutes | Meeting of the Finance Committee of the Board (BFC) | 30 May 2023

BFC Attendees: Harald Alvestrand, Becky Burr, Edmon Chung, Avri Doria, Danko Jevtović (Chair), and León Sánchez

Other Board Member Attendees: Maarten Botterman, Sally Costerton, James Galvin, Patricio Poblete, and Katrina Sataki

ICANN org Attendees: Andre Abed (VP, Relationship and Delivery Management), Michelle Bright (Board Content Coordination Director), Xavier Calvez (SVP, Planning and Chief Financial Officer), Franco Carrasco (Board Operations Specialist), Sally Newell Cohen (SVP, Global Communications and Language Services), Aaron Hickmann (Senior Director, Operations Service Delivery and Support), John Jeffrey (SVP, General Counsel and Secretary), Elizabeth Le (Associate General Counsel), Becky Nash (VP, Planning), Shani Quidwai (Sr. Director, Finance), Ashwin Rangan (SVP, Engineering and Chief Information Officer), Vivek Sengupta (Senior Director, Procurement), Amy Stathos (Deputy General Counsel), and Theresa Swinehart (SVP, Global Domains and Strategy)

The following is a summary of discussions, actions taken, and actions identified:

1. BFC Workplan - The Committee discussed its workplan, which is on target.

2. Contracting - Registrar Data Escrow Provider – The BFC considered a proposal to enter into an agreement with a vendor to serve as ICANN's designated Registrar Data Escrow (RDE) provider. The BFC noted that ICANN currently contracts with two ICANN-designated RDE providers, of which the preferred provider is one. In March 2023, ICANN launched an open Request for Proposal (RFP) for RDE service providers. After evaluation of the bids received and completion of due diligence, ICANN org determined that the preferred provider is best suited because the provider already has the required systems and infrastructure in place to provide RDE services and has a track record of providing superior service. Additionally, ICANN org found that the preferred vendor is well positioned to scale and service ICANN's registrar base globally given its expanded technical operations to North America. The BFC determined that org followed the procurement process by conducting an open RFP and that the proposed costs are reasonable and affordable. After careful consideration, the BFC approved a recommendation to the Board authorize ICANN org to engage with the preferred vendor for a specified period to provide RDE services.

   • Action: ICANN org to prepare relevant materials for Board consideration.

3. Contracting – Outsource Contract Renewal for the Information Transparency Platform (ITP) – The BFC considered a proposal from ICANN org for the Board to authorize a contract renewal with the current firm that has provided software engineering, quality assurance, and content management to support outstanding deliverables for the ITP program since 2017. ICANN org reported that ITP is one of the largest initiatives that the org has undertaken. Since 2017, ICANN has been using outsourced support services involving content management for ITP. Based on the remaining ITP program milestones, ICANN org needs third-party software development and quality assurance for an additional three years to augment IT capacity. In December 2022, ICANN org issued an RFP for outsourced Software Engineering Staff Augmentation to 31 vendors and received seven proposals. ICANN org evaluated the resource skill sets, technical capabilities, and pricing, as well as the cost to switch vendors. After considering these factors and performing extensive due diligence, ICANN org determined that the current ITP support services firm provides the necessary subject-matter expertise and has provided good services. The BFC determined that org followed the procurement process by conducting RFP and that the proposed costs are reasonable and affordable. The Committee also reviewed the ITP spend to date. After careful consideration, the BFC approved a recommendation to the Board to authorize ICANN org to renew its contract with the recommended vendor for a three-year period.

   • Action: ICANN org to prepare relevant materials for Board consideration.

4. FY23 Financial Forecast Update – ICANN org provided the Committee with the forecast for FY23, having concluded ten months and forecasting the remaining two months of the fiscal year. There FY23 forecast projects an excess of US$7.5M to the Operating Fund. ICANN org will provide the BFC with a formal recommendation for allocation of the excess based on the hierarchy of funds after the close of the fiscal year. The BFC discussed the importance of engaging with the community on how the excess funds will be allocated as part of the org's commitment to accountability and transparency.