Skip to main content

Revisions to Conflicts of Interest Policy and Bylaws to Allow Board to Consider Compensation for Director Services

Comment Period Deadlines (*) Important Information Links
Public Comment Box
Open Date: 2 September 2011 To Submit Your Comments (Forum Closed)
Close Date: 3 October 2011 Time (UTC): 06:59 View Comments Submitted
Section I: Description, Explanation, and Purpose

Recommendation 5 of the Accountability and Transparency Review Team (ATRT) recommended that the Board immediately implement a compensation scheme for Directors. As part of the process to allow the Board to consider compensation, ICANN’s Conflicts of Interest Policy (COI Policy) will have to be revised to allow for directors to vote on compensation, as the COI Policy currently prohibits Directors from voting on any matter in which he or she has a material financial interest that will be affected by the outcome of the vote. The Board Governance Committee (BGC) reviewed and approved a limited proposed revision to the COI Policy to allow the Board to vote on director compensation, and public comment is necessary prior to further Board consideration.

In addition, if a compensation arrangement for voting Directors is recommended, the ICANN Bylaws must be revised in order to allow for Directors other than the Chair to receive compensation for their services as Directors. Public comment on the proposed changes to Article VI, section 22 of the ICANN Bylaws is necessary before the Board consideration of these revisions.

ICANN requests community input on both the proposed revisions to the COI Policy and the ICANN Bylaws that are necessary to allow the voting Directors on the Board to consider and receive compensation for their services to ICANN.

Section II: Background

On 25 August 2011, the Board directed the opening of public comments on the proposed revisions to the COI Policy and ICANN Bylaws to all for consideration of compensation. At that same meeting, the Board approved additional process steps that are necessary for consideration of compensating Directors for their services to ICANN, including the retention of an Independent Valuation Expert to provide an opinion to the Board for further discussion. The Board's 25 August 2011 resolution is available at:

The ATRT's Recommendation 5 continues the dialogue within ICANN that has been ongoing for a period of years. For example, there were calls from the community in relation to ICANN Framework for Accountability and Transparency that the entire Board be compensated; the Boston Consulting Group ("BCG") that conducted the Board Review suggested that relatively modest fees to compensate directors for time may be appropriate; and the Board Review working group acknowledged general support from BCG and community for director remuneration, though further study was recommended.

Section III: Document and Resource Links

Documents posted for comment:

Additional Resources:

Information on the work of the ATRT, including links to its Report and the public comment forum on the report, is available at:

Section IV: Additional Information
Staff Contact: Amy Stathos, Deputy General Counsel Email:

(*) Comments submitted after the posted Close Date/Time are not guaranteed to be considered in any final summary, analysis, reporting, or decision-making that takes place once this period lapses.

More Announcements
Domain Name System
Internationalized Domain Name ,IDN,"IDNs are domain names that include characters used in the local representation of languages that are not written with the twenty-six letters of the basic Latin alphabet ""a-z"". An IDN can contain Latin letters with diacritical marks, as required by many European languages, or may consist of characters from non-Latin scripts such as Arabic or Chinese. Many languages also use other types of digits than the European ""0-9"". The basic Latin alphabet together with the European-Arabic digits are, for the purpose of domain names, termed ""ASCII characters"" (ASCII = American Standard Code for Information Interchange). These are also included in the broader range of ""Unicode characters"" that provides the basis for IDNs. The ""hostname rule"" requires that all domain names of the type under consideration here are stored in the DNS using only the ASCII characters listed above, with the one further addition of the hyphen ""-"". The Unicode form of an IDN therefore requires special encoding before it is entered into the DNS. The following terminology is used when distinguishing between these forms: A domain name consists of a series of ""labels"" (separated by ""dots""). The ASCII form of an IDN label is termed an ""A-label"". All operations defined in the DNS protocol use A-labels exclusively. The Unicode form, which a user expects to be displayed, is termed a ""U-label"". The difference may be illustrated with the Hindi word for ""test"" — परीका — appearing here as a U-label would (in the Devanagari script). A special form of ""ASCII compatible encoding"" (abbreviated ACE) is applied to this to produce the corresponding A-label: xn--11b5bs1di. A domain name that only includes ASCII letters, digits, and hyphens is termed an ""LDH label"". Although the definitions of A-labels and LDH-labels overlap, a name consisting exclusively of LDH labels, such as"""" is not an IDN."