About the Board
As I prepare to leave the Board, I want to share a handful of thoughts and actions related to its operation, structure, and future challenges. Cherine Chalaby, our current Vice Chairman, has also written a blog on the Board's activities and priorities in the coming year. We hope that these two blogs will give you some insight to how the Board functions and where it is focusing its attention.
First and foremost, the Board is composed of an amazing set of individuals. We are all fortunate to have such a talented and dedicated set of people working on behalf of not just the ICANN community, but the entire Internet community. Rinalia Abdul Rahim, Asha Hemrajani, Markus Kummer, and I are leaving the Board at this upcoming meeting, and Thomas Schneider, GAC chair and liaison to the Board, will be stepping down soon. Sarah Deutsch, Avri Doria, León Sanchez, and Matthew Shears are joining the Board, and they are all are exceptional individuals.
Succession, Alignment of Terms, and Induction
As has already been reported, Cherine will become chair at the end of the upcoming meeting. I have had the pleasure of working with Cherine for seven years, and I have been impressed with his skill and calm handling of complex financial, technical, business, and political matters. He is a man of high integrity with total commitment to ICANN and the Internet community. The Board is in good hands, and is fully organized to support both the community and the ICANN organization.
Over the past few years, we have made several incremental but important changes to our internal operations. In 2014, we realigned the terms of Board members selected by the Supporting Organizations and At-Large Advisory Committee (ALAC) to begin and end at Annual General Meetings (AGMs). Previously, their terms started six months after the previous AGM. Their selections are still made well in advance of the Nominating Committee's (NomCom) selection process, and as such, the NomCom has the information it needs to maintain the geographic balance of the Board. With the seating now aligned, we have an orderly induction process for incoming Board members and a coordinated system for populating the various Board committees and other assignments.
With respect to induction, incoming Board members are invited to participate as guests in Board meetings, Board retreats and workshops, and Board mailing lists as soon as they are appointed, and we immerse them in a brief but intensive training process. By the time they are seated, they are well acquainted with both the Board's processes and the current set of activities and concerns.
The emphasis on induction of new Board members is all the more important this time because we are facing an unusual gap. Of the fifteen voting members on the new Board (not counting the CEO) four - Cherine Chalaby, Chris Disspain, George Sadowsky, and Mike Silber - will be serving their third term. The other eleven will be in their first term, and none will be in their second term. In a short while, the newer Board members will be the senior members of the Board, so in addition to carrying out their duties on the current Board, they will also be studying hard to assume leadership positions in the near future.
New Structures – Caucuses, Working Groups, Blocks
Internally, we have developed three relatively recent structures in addition to our long-standing committee structure. These are caucuses, working groups, and blocks.
Caucuses are related to both the emergence of cross community working groups (CCWGs) and the robust activity of the multiple review teams. The Board generally appoints one or two Board members as liaisons to these groups. Internally, we usually create a corresponding caucus. Each caucus is composed of the liaison(s) to the CCWG or review team, the relevant Org members, and other interested Board members. The caucus is the conduit for Board members to be informed about the activities, progress, and issues arising in the CCWG or review team; for identifying issues that need to be brought to the full Board; and for conveying to the liaisons the agreed position of the full Board on these issues. Board liaisons coordinate carefully before they speak in CCWG or review team meetings, so when a liaison speaks, the CCWG or review team should expect that the liaisons are indeed speaking on behalf of the Board. Conversely, a CCWG or review team should not expect to hear anything from the full Board that differs from what they have heard from the liaisons. Of course, we are all human and there will be occasional rough edges and loose ends in these arrangements, so it's always okay to double check, but I'm comfortable saying that our internal communication and coordination has been working quite well.
Working groups (WGs) within the Board are similar to committees but are less formal, usually last for a limited period of time, and are not endowed with formal authority. We currently have a Board-Governmental Advisory Committee (GAC) WG that reviews GAC advice and proposes appropriate responses and actions, an Internationalized Domain Name (IDN) WG that follows the developments of IDNs, an Internet Governance WG that follows the Internet governance issues in the Internet Governance Forum (IGF) and elsewhere, a Registration Data Services (RDS) WG that follows the work of the RDS Development WG in the Generic Names Supporting Organization (GNSO), and a Trust WG that has been examining how the Board is viewed. Markus Kummer notes that the Board Internet Governance WG and Board-GAC WG are now in good hands with Matthew Shears and Maarten Botterman.
An entirely different sort of structure has also emerged, which is a very helpful way of thinking about the multiple obligations and activities the Board has to follow. Under Cherine's leadership, we have adopted a set of five “blocks.” These are:
- Oversight over Policy Development and Cross Community Initiatives
- ICANN Org Oversight
- Strategic & Forward Thinking
- Governance, Accountability & Fiduciary Responsibilities
- Community Engagement & External Relationships
We use these labels as a way of making sure we've covered all aspects of ICANN's operation, and we have one person assigned to each of the these blocks to help plan the Board's working sessions during ICANN meetings and retreats.
With respect to our Committees, there have been two significant developments this past year: the Board Accountability Mechanisms Committee (BAMC) and the Board Technical Committee (BTC). We created the BAMC to handle the fairly heavy load of reconsideration and other judicial-like activities. These functions were previously handled within the Board Governance Committee (BGC). This change is noteworthy for two reasons. First, it is in keeping with theme of the IANA stewardship transition for greater emphasis on transparency and accountability. Second, the change required affirmative approval by the Empowered Community because the Board Governance Committee is covered by a fundamental bylaw. The approval process caused each of the bodies within the Empowered Community to work out its internal processes for exercising its powers under the new bylaws. The approval for the requested change was handled smoothly, and I want to thank everyone who was involved. Chris Disspain will chair the BAMC in addition to becoming vice chair, and Becky Burr will take over as chair of the BGC.
The Board Technical Committee was also created this year. Quite a few of the issues that come before the Board have significant technical depth, and we found ourselves needing to spend more and more time understanding the technical aspects of various projects, proposals, etc. than was possible during sessions with the full Board. Kaveh Ranjbar will be leading the BTC. The BTC will be interacting with the key technical staff in the org, principally Chief Technology Officer David Conrad and his team, as well as Chief Innovation and Information Officer Ashwin Rangan and his team. The BTC will also have extensive interaction with the Technical Experts Group, SSAC, and RSSAC. The creation of the BTC, along with the very substantial increase in technical depth within the org and the creation of the Technical Experts Group, now puts ICANN in a much stronger position to deal with the technical complexities that pervade all aspects of our operation.
Some of the above changes were made to enable greater efficiency and effectiveness, while others were made for greater transparency and accountability. I expect that the Board will continue to examine its processes and structure and seek further improvements. One topic in the early stages of discussion is the clarification of and possible changes to the screening process for Board members. This has been of particular concern since the IANA stewardship transition because the Board is the fundamental linchpin in ICANN's credibility and legitimacy.
Board members, including liaisons, are chosen by nine different bodies, not counting the selection process for the CEO. The NomCom selects eight directors, each of the three Supporting Organizations selects two directors, the At-Large Community selects one director, and the three Advisory Committees and the Internet Engineering Task Force each select one liaison. In carrying out their duties, all of these members have the same fiduciary, confidentiality, and duty of care obligations. However, because the selection processes are spread out across nine different bodies, the criteria for selection and the screening of appointees varies.
Board members selected by the NomCom undergo a background check for criminal records and other due diligence checks through a process provided by ICANN. The At-Large Community and ASO make use of the same process in their selections. The other groups use their own processes. A question for the community is how stringent the screening should be, and to what extent the screenings should be aligned and consistent. I expect that the Board will soon ask the appointing bodies to consider this question over the next year.
Let me close by again expressing appreciation for the extraordinary experience of serving on the Board. Between serving as SSAC liaison to the Board for five years and then as a director for nine years, I've been in the company of more than seventy Board members. What a group!