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Minutes of Special Board Meeting

A Special Meeting of the ICANN Board of Directors was held on 23 June 2010.  All Board members waived notice of this meeting.

Chairman Peter Dengate Thrush promptly called the meeting to order.

In addition to Chairman Peter Dengate Thrush the following Directors participated in all or part of the meeting: Rod Beckstrom (President and CEO), Dennis Jennings (Vice Chairman), Harald Tveit Alvestrand, Steve Crocker, Gonzalo Navarro, Rita Rodin Johnston, Raymond A. Plzak, Rajasekhar Ramaraj, George Sadowsky, Mike Silber, Jean-Jacques Subrenat, Bruce Tonkin, Katim Touray and Kuo-Wei Wu.

The following Board Liaisons participated in all or part of the meeting:  Janis Karklins, GAC Liaison; Ram Mohan, SSAC Liaison; Thomas Narten, IETF Liaison; Jonne Soininen, TLG Liaison; Vanda Scartezini, ALAC Liaison and Suzanne Woolf, RSSAC Liaison.

The Board members discussed various topics relating to Officer and Staff compensation and approved the following resolutions.

Officer Compensation

Whereas, the retention of high calibre staff is essential to ICANN’s operations and ICANN desires to ensure competitive compensation for staff.

Whereas, it has been three years since Kurt Pritz and John Jeffrey have had a compensation review.

Whereas, independent market data provided by the outside compensation consultants indicates that the compensation for Kurt Pritz and John Jeffrey is below ICANN’s compensation policy of compensating executives in the salary span of the 50th to 75th percentile of the for-profit market place.

RESOLVED (2010.06.23.01), the Board authorizes the CEO to make compensation adjustments for the compensation year commencing 1 March 2010, for Kurt Pritz, Senior Vice President, Services, in accordance with the independent study on comparable compensation received, subject to a limitation that his annual base salary shall not increase more than 15% per annum from its current rate for this year.

RESOLVED (2010.06.23.02), the Board authorizes the CEO to make compensation adjustments for the compensation year commencing 1 March 2010 for John Jeffrey, General Counsel and Secretary, in accordance with the independent study on comparable compensation received, subject to a limitation that his annual base salary shall not increase more than 15% per annum from its current rate for this year.

These resolutions were approved unanimously 15-0.

Comparable Compensation Study for CEO

Whereas, the employment contract with the CEO requires a review of CEO compensation, current comparable compensation data should be gathered for the President and CEO.

RESOLVED (2010.06.23.03), the Board hereby directs staff to engage independent consultants to conduct a current comparable compensation study for the President and CEO.

Fourteen Board members voted in favor of this resolution.  Rod Beckstrom abstained.

Corporation Compensation Policy

Whereas, the current compensation policy dates from studies from 2004 and 2006;

Whereas the Compensation Committee recommends a review of the current Corporation compensation policy.

Resolved (2010.06.23.04), the CEO is directed to engage independent consultants to conduct a study to establish:  (i) the applicable group of comparable organizations against which ICANN staff compensation should be measured; and (ii) the appropriate salary span within that group of comparable organizations from which ICANN staff compensation should be set.

These resolutions were approved unanimously 15-0.

The Board also conducted a confidential session during which it passed other resolutions that shall remain confidential as an “action relating to personnel or employment matters”, pursuant to Article III, section 5.2 of the ICANN Bylaws.

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""icann.org"" is not an IDN."