Activités et réunions du Conseil d’administration
Minutes | Special Meeting of the ICANN Board 3 October 2012
A Special Meeting of the ICANN Board of Directors was held telephonically on 3 October 2012 at 04:00 UTC.
Chairman Steve Crocker promptly called the meeting to order.
In addition to the Chair 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, Erika Mann, Ray Plzak, R. Ramaraj, George Sadowsky, Bruce Tonkin (Vice Chair), and Judith Vazquez.
The following Board Liaisons participated in all or part of the meeting: Thomas Roessler (TLG Liaison).
Invited Observers: Olga Madruga-Forti
The following executive and staff members were in attendance: John Jeffrey, General Counsel and Secretary; Akram Atallah, Chief Operating Officer; Xavier Calvez, Chief Operating Officer; Kurt Pritz, Chief Strategy Officer; Michelle Bright, Denise Michel, Olof Nordling, Maguy Serad, Diane Schroeder, and Amy Stathos.
Heather Dryden (GAC Liaison), Ram Mohan (SSAC Liaison), Thomas Narten (IETF Liaison), Gonzalo Navarro, Mike Silber, Suzanne Woolf (RSSAC Liaison), and Kuo-Wei Wu sent apologies.
- Consent Agenda:
- Main Agenda:
- Executive Session
-
Consent Agenda:
Prior to voting on the consent agenda, the Chair introduced the items. The Board then took the following action:
Resolved, the following resolutions in this Consent Agenda are approved:
-
Approval of Board Meeting Minutes
Resolved (2012.10.03.01), the Board approves the minutes of the 13 September 2012 ICANN Regular Board Meeting.
-
Registry Stakeholder Group Charter Amendments for Posting
Whereas, The ICANN Bylaws (Article X, Section 5.3) state, "Each [GNSO] Stakeholder Group shall maintain recognition with the ICANN Board."
Whereas, the GNSO Registry Stakeholder Group (RySG) has alerted ICANN to a set of changes to its Charter including expanding the activities of its internal Observers Group and simplifying the process for assessment of annual dues.
Whereas, the Board believes community review and comment of the RySG charter changes can provide a useful input to the Board;
Resolved (2012.10.03.02) that the CEO is directed to open a Public Comment Forum asking for community review and comment on the changes that the Registry Stakeholder Group has proposed to its charter.
Rationale for Resolution 2012.10.03.02
In July 2009, as part of the comprehensive GNSO Improvements program, the ICANN Board approved the formal Charters of four new GNSO Stakeholder Groups (see ICANN Board Resolution 2009.30.07.09).
The ICANN Bylaws (Article X, Section 5.3) state, "Each Stakeholder Group shall maintain recognition with the ICANN Board." The Board believes that review of SG charter changes is an important part of its obligation to maintain recognition of the GNSO Stakeholder Groups. The Board believes that community review and comments of SG charter changes can assist the Board in its evaluation process regarding changes to the RySG Charter.
This decision is a Board-level Organizational Administrative Function – public comment sought.
-
Appointment of Narayan Gangalaramsamy to the Security & Stability Advisory Committee
Whereas, the Security and Stability Advisory Committee (SSAC) does review its membership and make adjustments from time-to-time.
Whereas, the SSAC Membership Committee, on behalf of the SSAC, requests that the Board should appoint Narayan Gangalaramsamy to the SSAC.
Resolved (2012.10.03.03), the Board appoints Narayan Gangalaramsamy to the SSAC.
Rationale for Resolution 2012.10.03.03
The SSAC is a diverse group of individuals whose expertise in specific subject matters enables the SSAC to fulfill its charter and execute its mission. Since its inception, the SSAC has invited individuals with deep knowledge and experience in technical and security areas that are critical to the security and stability of the Internet's domain name system.
The SSAC's continued operation as a competent body is dependent on the accrual of talented subject matter experts who have consented to volunteer their time and energies to the execution of the SSAC mission. Narayan Gangalaramsamy is Officer In-Charge of the Mauritius Police Force Information Technology Unit. The Unit looks after all IT Affairs and Digital Investigation / Digital Forensics of the Police Department. He holds the rank of Chief Inspector of Police. Narayan brings to the SSAC broad experience in the security and stability of the Internet relating to law enforcement activities.
This decision is a Board-level Organizational Administrative Function – no public comment required.
-
Contracting and Disbursement Authority For Audit Program Service Provider
Whereas, ICANN is committed to attaining a high ethical standard to help ensure the legitimacy and sustainability of the multi-stakeholder model.
Whereas, it is crucial to have strengthened programs and practices in place to help promote ICANN's goals, including that of enhanced contractual compliance.
Whereas, planning a thorough and comprehensive audit of ICANN registries and registrars over a three year timeframe is consistent with and is intended to help progress ICANN's goals of understanding, enhancing and improving contractual compliance.
Whereas, the value of the auditor agreement may exceed the ICANN Officers' existing contracting and disbursement authority.
Resolved (2012.10.03.04), the Board hereby authorizes the President and CEO, or his designees, to negotiate for and enter into a contract with an appropriate Audit Program service provider, and make all required disbursements called for under that contract.
Resolved (2012.10.03.05), the Board approves the redaction of the details of the Resolution 2012.10.03.04 pending completion of negotiations.
Rationale for Resolutions 2012.10.03.04 – 2012.10.03.05
ICANN is committed to performing a comprehensive and top-of-the-line contractual compliance function. Auditing registrars' and registries' compliance with their contracts is a key aspect of that function. Audits are a valuable component of any organization's contractual compliance function because they offer the opportunity to generally: (1) gain insight into performance weaknesses; (2) develop predictability expectations for contracting parties; (3) assist ICANN in developing effective and efficient mechanisms to ensure compliance, including through consistent and equitable remediation efforts; and (4) allow ICANN to enhance community transparency through fact based and measurable reporting.
It is imperative to have a comprehensive and predictable audit program in place that helps ICANN understand whether the contracted parties are in compliance with their agreements and applicable consensus policies. Further, an audit program is a necessary complement to an equally comprehensive complaint intake and processing component of ICANN's contractual compliance function.
Such an effort is an operational program and to be managed by the Contractual Compliance Department, with the supervision by the President and CEO. The Board is fully supportive of this Program as one more step to a truly comprehensive contractual compliance function.
The Board's decision in this regard is limited to providing contracting and disbursement authority for this planned three-year program, the costs of which are projected to be outside that of the authority provided to ICANN Officers via the ICANN Contracting and Disbursement Policy (see http://www.icann.org/en/about/financials/signing-authority).
This decision is a direct enhancement for the ICANN community as it will be a tool to help ensure that all registrars and registries comply with their agreements. There will be a significant financial impact on ICANN, which is at the heart of this decision. The Board Finance Committee will provide oversight to ensure that the proper Audit Program budgets are included in the upcoming ICANN budgets and that this fiscal year's commitment to the Audit Program falls within the existing overall ICANN budget. If anything, this may have a positive impact on the security, stability and resiliency of the domain name system, to the extent that it will help ensure that all registries and registrars are complying with their contracts. Otherwise, there will be no impact on the security, stability and resiliency of the domain name system.
This decision is a Board-level Organizational Administrative Function – no public comment required.
Fifteen members of the Board voted in favor of Resolutions 2012.10.03.01, 2012.10.03.02, 2012.10.03.03, 2012.10.03.04, and 2012.10.03.05. Cherine Chalaby, Erika Mann, Gonzalo Navarro, Mike Silber, and Kuo-Wei Wu was unavailable to vote on the resolutions. The resolutions carried.
-
-
Main Agenda:
-
BGC Recommendation on Nominating Committee Chair/Chair-Elect
Prior to consideration of this item, Bertrand de La Chapelle noted that he is abstaining from the discussion because he intends to be candidate before the upcoming Nominating Committee.
The Board engaged in a discussion of the recommended candidates for the Nominating Committee Chair and Chair-Elect positions, noting that the Chair-Elect for the 2011-2011 Nominating Committee had decided not to stand for the role of Chair. The BGC received 15 responses to its call for expressions of interest.
In evaluating the candidates, the Board discussed the role of the Nominating Committee Chair, noting that he or she stets the culture and the framework for the group, as well as serving in a neutral role.
The Board also engaged in a short discussion regarding potential enhancements to the way that candidates are recruited by the Nominating Committee, noting that research and work on this topic needs to continue.
Ray Plzak moved and Bill Graham seconded the following resolution:
Whereas, the BGC has reviewed the Expressions of Interest from candidates for the Nominating Committee ("NomCom") Chair and Chair-Elect.
Whereas, the BGC has interviewed certain candidates and recommended that that Yrjö Juhani Länsipuro be appointed as the 2013 NomCom Chair and Cheryl Langdon-Orr be appointed as the 2013 NomCom Chair-Elect.
Resolved (2012.10.03.06), the Board adopts the recommendation of the BGC and hereby appoints Yrjö Juhani Länsipuro as the 2013 NomCom Chair and Cheryl Langdon-Orr as the 2013 NomCom Chair-Elect.
Thirteen Directors voted in favor of Resolution 2012.10.03.06. Bertrand de La Chapelle abstained from voting on the resolution. Gonzalo Navarro, Mike Silber and Kuo-Wei Wu were unavailable to vote on the resolution. The resolution carried.
Rationale for Resolution 2012.10.03.06
ICANN's Bylaws require the Board to appoint the Nominating Committee (NomCom) Chair and NomCom Chair-Elect. See Article VII, sections 2.1 and 2.2 at http://www.icann.org/en/about/governance/bylaws#VII. The Board has delegated the responsibility for recommending the NomCom Chair and Chair-Elect for Board approval to the Board Governance Committee. See BGC Charter at http://www.icann.org/en/committees/board-governance/charter.htm. The BGC posted a call for expressions of interest (EOI), received and reviewed several EOIs, and conducted interviews with some candidates before making recommendations.
The Board has considered and agrees with the BGC's recommendations.
Appointing a NomCom Chair and Chair-Elect identified through a public EOI process positively affects the transparency and accountability of ICANN. Adopting the BGC's recommendation has no financial impact on ICANN and will not negatively impact the systemic security, stability and resiliency of the domain name system.
-
Any Other Business
Denise Michel provided an update to the Board on preparations for a call for nominees for the second accountability and transparency review in accordance with the Affirmation of Commitments. The call is expected to be opened prior to the Toronto meeting, with preparations for the first meeting of the review team in January 2012.
The Chair then provided a short discussion regarding all of the reviews required under the Affirmation of Commitments, noting that he is interested in tracking all of the reviews.
The President and CEO thanked staff for their continued efforts to bring the recommendations arising out of the ATRT Review to full implementation, and provided an update to the Board on the changes of staff responsibilities for the AoC reviews.
Sébastien Bachollet inquired about whether there was a staff or Board opinion regarding returning members from the first ATRT to the second review team.
Chris Disspain commented that this is likely a community-driven issue, as the community groups putting candidates forward will have determinations to make at the time of candidate selection.
The Chair confirmed that the interest in serving on the second ATRT may be a reflection on ICANN's performance in meeting the recommendations of the first team.
Bruce Tonkin noted that the Chair of the GAC and the Chair of the Board's role in comprising the ATRT may require consideration of Sébastien's question as an element of the team selection.
Fadi Chehadé acknowledged Sébastien's question, and that it should be part of the community discussion on this topic.
This decision is a Board-level Organizational Administrative Function – no public comment required.
-
-
Executive Session
[R. Ramaraj moved and Bruce Tonkin seconded the following resolution:
Whereas, the Compensation Committee recommended that the Board approve payment to the Ombudsman of 60% of his FY12 at-risk compensation.
Resolved (2012.10.03.C01), the Board hereby approves a payment to Ombudsman of 60% of his FY12 at-risk compensation component.
Resolved (2012.10.03.C02), this action by the Board shall remain confidential as an "action relating to personnel or employment matters", pursuant to Article III, section 5.2 of the ICANN Bylaws.
Thirteen Board members voted in favor of Resolutions 2012.10.03.C01 and Resolutions 2012.10.03.C02. Gonzalo Navarro, Mike Silber and Kuo-Wei Wu were unavailable to vote on the resolutions. The resolutions carried.
Rationale for Resolutions 2012.10.03.C1 – 2012.10.03.C2
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 the Board during the year to help ensure that the Ombudsman is achieving his goals and serving the needs of the ICANN community.
Scoring of the Ombudsman's objectives results from both the Ombudsman self-assessment, as well as review by the Compensation Committee, with a recommendation to the Board. The score provides the Ombudsman with an understanding of areas in which he has done well and where he may need to improve or increase certain activities.
Scoring the Ombudsman annual performance objectives is in furtherance of the goals of ICANN and helps increase the Ombudsman's service to the ICANN community. While there is a fiscal impact from the results of the scoring, that impact is already accounted for in the annual budget. This action will have no impact on the security, stability or resiliency of the domain name system.]
The Board conducted a confidential portion of the meeting during which it passed other resolutions (2012.10.03.C1 and 2011.10.03.C2) that shall remain confidential as an "action relating to personnel or employment matters", pursuant to Article III, section 5.2 of the ICANN Bylaws.
Posted on 15 October 2012.