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Minutes | Special Meeting of the ICANN Board

A Special Meeting of the ICANN Board of Directors was held on 22 October 2011 in Dakar, Senegal.

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, Rod Beckstrom (CEO and President), Cherine Chalaby, Chris Disspain, Bill Graham, Bertrand de La Chapelle, Erika Mann, Gonzalo Navarro, Ray Plzak, R. Ramaraj, George Sadowsky, Mike Silber, Bruce Tonkin, Katim Touray and Kuo-Wei Wu.

The following Board Liaisons participated in all or part of the meeting: Ram Mohan, SSAC Liaison; and Suzanne Woolf, RSSAC LIaison.

Thomas Roessler, incoming TLG Liaison, and Judith Vazquez, incoming Board member, attended at the Board's invitation.

Heather Dryden, GAC Liaison; Thomas Narten, IETF Liaison; and Reinhard Scholl, TLG Liaison were not present during the meeting.

  1. Membership of Board-Governmental Advisory Committee Working Group
  2. Officer Compensation
  3. Approval of Ombudsman Objectives
  4. Approval of CEO Objectives
  5. Executive Session

 

  1. Membership of Board-Governmental Advisory Committee Working Group

    Bruce Tonkin, the Chair of the Board Governance Committee (BGC) provided a brief update to the Board on the BGC's work to recommend a slate of Board members (including Judith Vazquez as an incoming Director) to serve on a committee to oversee the implementation of the GAC-related ATRT recommendations and further recommendations arising out of the Board-GAC Joint Working Group's Final Report. Bruce proposed that the Board consider the composition at this special meeting to allow the Working Group to formally engage with the GAC during the Dakar meeting.

    The Chair confirmed that though Judith is not yet a member of the Board, there is no issue if she serves on the Working Group prior to the beginning of the term, and requested that she participate as a member designated by the Board.

    Steve Crocker moved and Sébastien Bachollet seconded the following resolution:

    Whereas after review of the public comment on the Final Report of the Board-GAC Joint Working Group (JWG), the Board agreed that the recommendations within the Final Report should be implemented in complement to the GAC-related recommendations from the Accountability and Transparency Review Team (ATRT).

    Whereas the Board and the GAC have continued work to do to oversee the implementation the recommendations in the Final Report and the GAC-related recommendations from ATRT.

    Whereas the JWG was previously tasked with the oversight of the GAC-related recommendations from the ATRT.

    Whereas the JWG was dissolved after the Board received the Final Report.

    Whereas on 17 September 2011 the Board directed the Board Governance Committee to recommend the composition of a working group to lead the Board's coordination with the GAC on the implementation of the JWG recommendations and the GAC-related recommendations from the ATRT.

    Whereas, the Board Governance Committee recommended that the Board establish the working group, consisting of the following persons:

    Chris Disspain

    Bill Graham – Co-Chair (with GAC-identified Co-Chair)

    Bertrand de La Chapelle

    Ram Mohan

    Ray Plzak

    Mike Silber

    Judith Vasquez

    Resolved (2011.10.22.01), the Board approves the recommended membership of the Board GAC Recommendation Implementation Working Group.

    Resolution 2011.10.22.01 was approved by the fifteen voting members in attendance. Mike Silber was unavailable to vote on the resolution. The resolution carried.

    Rationale for Resolution 2011.10.22.01

    Implementing recommendations from both the Board-GAC Joint Working Group and the Accountability and Transparency Review Team is important to enhancing the relationship between the Board and the GAC and the accountability and transparency of both. This working group provides a formal mechanism to oversee the implementation of the recommendations. As required for assessment within the Affirmation of Commitments, there is no security and stability impact on the DNS nor any affect on ICANN's fiscal resources as a result of this action.

  2. Officer Compensation

    Prior to considering this item, all members of the Board confirmed that they are free from a conflict in voting on these resolutions relating to Officer Compensation.

    The Board conducted a confidential discussion on this topic. The officers identified in the resolutions were not present for the Board's discussions.

    The Board then took the following action:

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

    Whereas, Akram Atallah, as the COO, and John Jeffrey, as the General Counsel and Secretary, are each considered critical to the successful continuity of the organization, including key projects that are currently underway.

    Whereas, independent market data provided by outside compensation consultants indicates that current compensation for both Akram Atallah and John Jeffrey is below ICANN's target of the 50th to 75th percentile of relevant comparable organizations.

    Whereas, the Compensation Committee has reviewed the independent market data and has recommended that the Board pass these resolutions.

    Resolved (2011.10.22.02), the Board authorizes the CEO to make compensation adjustments (effective 1 September 2011) for Akram Atallah, Chief Operating Officer in accordance with the independent study on comparable compensation received, subject to a limitation that his annual base salary shall not increase by more than 15% per annum from its current rate.

    Resolved (2011.10.22.03), the Board authorizes the CEO to make compensation adjustments (effective 1 September 2011) for John Jeffrey, General Counsel in accordance with the independent study on comparable compensation received, subject to a limitation that his annual base salary shall not increase by more than 15% per annum from its current rate.

    The Board also conducted a confidential portion of the meeting during which it passed other resolutions (2011.10.22.C1 and 2011.10.22.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.

    Fourteen Board members voted in favor of Resolutions 2011.10.22.02, 2011.10.22.03, 2011.10.22.C1 and 2011.10.22.C2. Sébastien Bachollet opposed the resolutions and Bertrand de La Chapelle abstained from voting. The resolutions carried.

    Sébastien Bachollet offered the following statement regarding his vote: My vote against this resolution is not a comment on the officers, but rather about the process regarding this issue. I have asked for a full plan to retain staff, and I hope that ICANN is not using the level of salary as the only tool to address retention issues. I have also asked if there is any plan to retain volunteers. ICANN needs to be careful about the image we send to our community.

    Rationale for Resolutions 2011.10.22.02 – 2011.10.22.03

    Attracting and retaining high calibre staff by providing a competitive compensation package is crucial to the organization. An improving job market will make more opportunities available for high calibre performers outside of ICANN. ICANN has consulted with independent compensation experts to obtain comparable market data, which indicates that some current officers are earning less than market rates, i.e. what they could earn at another employer.

    ICANN is in a critical transition phase that calls for continuity of certain skill and expertise, particularly with ongoing key projects including new gTLDs, Affirmation of Commitments reviews, expanding compliance, and globalization, among many others. Each of these projects requires knowledgeable and skilled executives to ensure ICANN's operational goals and objectives are met while ensuring that risk is mitigated to the greatest extent possible. Adhering to ICANN's employment philosophy and providing competitive compensation will help ensure these goals are achieved.

    Continuity and retention of key personnel during key organization transition phases is beneficial to all aspects of the organization. Thus, the salary adjustments called for in these resolutions likely will have a positive impact on the organization and its effort to serve the public interest, as well as on the transparency and accountability of the organization. There will be some fiscal impact to the organization, but that impact will not have an effect on the overall current fiscal year budget. These resolutions will not have any direct impact on the security, stability and resiliency of the domain name system.

  3. Approval of Ombudsman Objectives

    Bruce Tonkin introduced this item, and noted that the Board had an opportunity to review the performance metrics since September, and had been modified in line with member comments regarding measuring satisfaction of all parties involved in an Ombudsman investigation, and not just the complainants.

    Bruce Tonkin then moved and Chris Disspain seconded the following resolution:

    Whereas, on 28 July 2011, the Board appointed Chris LaHatte as ICANN's new Ombudsman.

    Whereas, the Ombudsman reports directly to the Board.

    Whereas, the Compensation Committee has discussed a set of objectives with the Ombudsman that the Board expects the Ombudsman to work toward, in order to be entitled to all or any portion of the at-risk component of his compensation.

    Resolved (2011.10.22.04), the Board approves the set of objectives as discussed by the Compensation Committee for the Ombudsman to work toward in order to be entitled to all or any portion of the at-risk component of his compensation.

    All voting members in attendance unanimously approved of Resolution 2011.10.22.04. The resolution carried.

    Rationale for Resolution 2011.10.22.04

    Setting objectives to be measured against success for completion of goals of employment is a regular practice. Placing a portion of compensation at-risk, conditioned upon meeting of objectives, is further recognized as a valuable tool in achieving those objectives. The Board, through the Compensation Committee, has identified a set of objectives for the Ombudsman to meet to achieve, and will consider the extent of completion of those objectives when evaluating the performance of the Ombudsman and whether he should be entitled to any portion of the at-risk portion of his compensation. As required for assessment within the Affirmation of Commitments, there is no security and stability impact on the DNS as a result of this action. The complete portion of the potential at-risk component of the Ombudsman's compensation has been included within ICANN's budget.

  4. Approval of CEO Objectives

    Prior to any discussion of this item, the President and CEO excused himself from the meeting.

    Bruce Tonkin noted that the Board had an opportunity to provide additional input on the CEO performance metrics.

    The Chair then moved the resolution, and Chris Disspain seconded.

    The Board then took the following action:

    Whereas, on 26 June 2009, the Board appointed Rod Beckstrom as ICANN's CEO and President.

    Whereas, the CEO reports directly to the Board.

    Whereas, the Compensation Committee has discussed a set of objectives with the CEO that the Board expects the CEO to work toward, in order to be entitled to all or any portion of the at-risk component of his compensation.

    Resolved (2011.10.22.05), the Board approves the set of objectives as discussed by the Compensation Committee for the CEO to work toward in order to be entitled to all or any portion of the at-risk component of his compensation.

    All voting members in attendance unanimously approved of Resolution 2011.10.22.05. The resolution carried.

    Rationale for Resolution 2011.10.22.05

    Setting objectives to be measured against success for completion of goals of employment is a regular practice. Placing a portion of compensation at-risk, conditioned upon meeting of objectives, is further recognized as a valuable tool in achieving those objectives. The Board, through the Compensation Committee, has identified a set of objectives for the CEO to meet to achieve, and will consider the extent of completion of those objectives when evaluating the performance of the CEO and whether he should be entitled to any portion of the at-risk portion of his compensation. As required for assessment within the Affirmation of Commitments, there is no security and stability impact on the DNS as a result of this action. The complete portion of the potential at-risk component of the CEO's compensation has been included within ICANN's budget.

  5. Executive Session

    The Board conducted an executive session, in confidence, without staff present.

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."