Minutes | Regular Meeting of the ICANN Board of Directors
A Regular Meeting of the ICANN Board of Directors was held on 18 October 2012 at 6:30 pm local time in Toronto, Canada.
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, Gonzalo Navarro, Ray Plzak, R. Ramaraj, George Sadowsky, Mike Silber, Bruce Tonkin (Vice Chair), Judith Vazquez, and Kuo-Wei Wu.
The following Board Liaisons participated in all or part of the meeting: Heather Dryden (GAC Liaison); Ram Mohan (SSAC Liaison); Thomas Narten (IETF Liaison); Thomas Roessler (TLG Liaison); and Suzanne Woolf (RSSAC Liaison).
Erika Mann sent apologies.
A full transcript of the Regular Meeting is available at http://toronto45.icann.org/meetings/toronto2012/transcript-board-meeting-18oct12-en.pdf [PDF, 357 KB] and is incorporated herein as the Minutes of this Regular meeting. With the full transcript available, these Minutes will The Minutes for this Regular Meeting reflect a summary of the Board's discussion, and an identification of the Board members moving a particular resolution, and vote counts.
- Approval of Revised Process for Handling Requests for Removal of Cross-Ownership Restrictions on Operators of Existing gTLDs
- Approval of ICANN Language Services Policy and Procedures
- Revised Governance Guidelines
- Reviews Arising Out of the AoC
- Security, Stability & Resiliency of the DNS Review Team Final Report
The Chair called the meeting to order and described that there will be two Board meetings, one, the annual general meeting, for regular business and the organizational meeting to recognize changes in the Board membership. The Chair then introduced the agenda.
Approval of Revised Process for Handling Requests for Removal of Cross-Ownership Restrictions on Operators of Existing gTLDs
Cherine Chalaby moved and Ray Plzak seconded the following resolution:
Whereas, on 20 June 2011, the Board approved the Process for Handling Request for Removal of Cross-Ownership Restrictions of Existing gTLDs.
Whereas, when the Process for Handling Request for Removal of Cross-Ownership Restrictions of Existing gTLDs was approved in June 2011, it deferred application of it to existing registry operators with respect to seeking removal of cross-ownership restrictions as to their own registries, in order to provide time to discuss the process with competition authorities.
Whereas, ICANN has undertaken discussions with, and explained the proposed revised process to, competition authorities that had expressed interest and ICANN has received no further inquiries from those authorities.
Resolved (2012.10.18.01), the Proposed Revised Process for Handling Request for Removal of Cross-Ownership Restrictions of Existing gTLDs, as posted on 16 May 2012, is approved as revised.
Bruce Tonkin noted that he is abstaining from voting on the resolution as his employer is a registrar and he does not want to create any perception of future benefit.
The Chair called for a vote on the resolution.
Fourteen members of the Board voted in favor of the resolution. Bruce Tonkin abstained from voting on the resolution. Erika Mann was unavailable to vote on the resolution. The resolution carried.
On 20 June 2011, the Board adopted resolution 2011.06.20.01, that included approval of a process that ICANN developed "for handling requests for removal of cross-ownership restrictions on operators of existing gTLDs who want to participate in the new gTLD program . . . ." The resolution did note however, that "consideration of modification of existing agreements to allow cross-ownership with respect to the operation of existing gTLDs is deferred pending further discussions including with competition authorities."
Delaying the ability for registry operators to request removal of restrictions on cross-ownership for their own registries was to provide time for discussions with the competition authorities that had expressed interest in this issue. On 14 June 2011, the United States Department of Justice Antitrust Division sent a letter to the U.S. Department of Commerce on the subject of cross-ownership. Thereafter, in October 2011, ICANN's counsel spoke to the supervising lawyer at the Antitrust Division, who confirmed that there is no active Antitrust Division investigation with respect to the cross-ownership issues at this time. In light of this representation, there have been no other communications with the Antitrust Division, and none are planned.
The other competition authority that expressed interest is the European Commission (EC). Immediately before the Singapore meeting, on 17 June 2011, the EC sent ICANN a "non-paper" expressing some concerns regarding the removal of cross-ownership restrictions. Following the Board's approval of the New gTLD Program, ICANN's counsel sent a note to the EC offering to meet to discuss the "non-paper," and the issues identified in the Board's 20 June 2011 resolution. In response, the EC requested that ICANN respond to the "non-paper" in writing. On 25 October 2011, ICANN provided the EC with a comprehensive response to the "non-paper" and again requested a meeting to discuss these matters.
On 19 January 2012, the EC responded to ICANN's 25 October 2011 letter. The EC's letter stated, "we do not oppose the removal of vertical separation as a matter of principle." The letter continues, however, that the EC is "currently not convinced that the full removal of vertical separation for generic Top-Level Domains, particularly for existing ones such as .COM, is the most appropriate solution from a competition point of view." The EC then requested that ICANN furnish the EC with responses to questions seeking additional information.
A comprehensive response to the EC's 19 January 2012 letter was delivered to the EC on 9 March 2012, responding in detail to each of the questions posed by the EC. In the letter ICANN again offered to meet with the EC. In Costa Rica, an ICANN representative discussed the matter with the EU GAC Representative who asked for two things: (i) a bullet-point description of the Process; and (ii) assurance that the time limits placed on ICANN to act are in no way meant to limit the EC's authority to act at any time. ICANN provided the requested information and has heard no further comments from the EC, either as part of the Public Comment Forum or otherwise.
Accordingly, it appears that there is no longer any reason against extending the approved process to existing registry operators for their own TLDs.
This action will be an advantage for the ICANN community, as it will provide the opportunity for treating all registry operators equally with respect to cross-ownership restrictions. This action will not have any fiscal impact on ICANN and will have no impact on the security, stability and resiliency of the domain name system.
Sébastien Bachollet moved and Kuo-Wei Wu seconded the following resolution:
Whereas, on 15 February 2008 the ICANN Board approved the Accountability Frameworks and Principles, http://www.icann.org/en/groups/board/documents/resolutions-15feb08-en.htm#_Toc64545917, which included ICANN Translation Principles http://archive.icann.org/en/accountability/frameworks-principles/community.htm.
Whereas, the Language Services Policy and Procedures document was created to formalize the principles that guide all language related services, and was submitted for public comment.
Whereas, ICANN has completed a thorough review of the comments received.
Whereas, the ICANN Language Services Policy and Procedures are regularly reviewed under guidance of the Board Public Participation Committee and changes will be considered as part of the upcoming budget and operational planning cycles.
Resolved (2012.10.18.02), the Board adopts the ICANN Language Services Policy and Procedures as outlined in the ICANN Language Services Policy and Procedures document.
Sébastien thanked the staff and interpreters and noted that this is the first ICANN meeting where interpretation was being offered in all six of the languages of the United Nations. He also noted the translation of the policy and procedure document will be positive for the organization.
The Chair called for a vote on the resolution.
Fifteen members of the Board voted in favor of the resolution. Erika Mann was unavailable to vote on the resolution. The resolution carried.
ICANN's Language Services Policy and Procedures needed to be formalized, as this will enhance ICANN's accountability to the community in setting out standard expectations. The formalization of the Langauge Services Policy and Procedure also helps ICANN meet the Recommendation 18 of the Accountability and Transparency Review Team (ATRT), recommending the Board to assure access to multi-lingual information on proceedings within ICANN.
ICANN produced the ICANN Language Services Policy and Procedures document and posted it for public comment, and evaluated the public comments received. The comments will be considered as part of the upcoming budget and operational planning cycles.
Bruce Tonkin moved and Ray Plzak seconded the resolution for the Board. A correction was noted to the resolution, and the amendment was offered by the Chair and seconded by Chris Disspain. The 15 members of the Board present unanimously approved the resolution, and Erika Mann was unavailable to vote.
The amended resolution is as follows:
Whereas, the third stage of a three-stage review called for an International Expert Panel to evaluate ICANN's conflicts of interest and ethics regimes and to make recommendations on how they can be improved.
Whereas, during the first two phases of the review, ICANN approved modifications to the Conflicts of Interest Policy, Code of Conduct and Expected Standards of Behavior, and adopted new Governance Guidelines, in order to promote superior ethics, integrity and transparency into ICANN's deliberative processes.
Whereas, the International Expert Panel recommendations have been incorporated into the recently adopted Governance Guidelines, along with some additional comments that the Panel suggested should be added for clarification.
Whereas the Board Governance Committee has reviewed the suggested revisions, considered of the comments provided, and recommend that the Board approve the revised Guidelines.
Whereas, the Board is committed to continue making improvements and enhancements to ICANN's conflicts of interest and ethics regimes, and recognizes that the relevant documents and practices may be further revised when further recommendations are made and accepted.
Resolved (2012.10.18.03), the Board adopts the revised Governance Guidelines, but recognizes that this is not the end; the Board will regularly continue to evaluate both ICANN staff and Board members to ensure that ICANN is operating to the highest ethical standards.
The Chair called for a vote on the resolution, as amended.
Fifteen members of the Board voted in favor of the resolution. One Board member was unavailable to vote on the resolution. The resolution carried.
Adopting the Revised Governance Guidelines is another step in ICANN's enhancements to its conflicts of interest and ethics practices. As announced in October 2011, ICANN has undertaken a three-part review of these practices, and the continued enhancements of the documented policies and practices is just one way to demonstrate ICANN's commitment to ensuring the legitimacy and sustainability of the ICANN multi-stakeholder model. The adoption of these Governance Guidelines does not represent an end to the conflicts and ethics review work; while it is the end of the three-phase review process, it is expected that each of these documents are to be seen as evolving, and subject to change pending the needs of the ICANN community and all relevant circumstances.
With the approval of these Guidelines and the other revised documents previously approved, ICANN recognizes that demonstrating adherence to such guidelines, policies and codes is an essential part of a commitment to enhance the organization's conflicts and ethics practices.
In response to the public comment received, once these Guidelines are adopted, ICANN is committed to developing a very brief statement of ICANN's commitment to an improved and enhanced Ethics regime.
Taking this action is expected to positively impact the ICANN community through the adoption of heightened practices to address and mitigate the potential for inconsistent application of ethical standards. The adoption of these revised Guidelines is not expected to have a fiscal impact on ICANN, nor is this expected to have any impact on the security, stability and resiliency of the domain name system.
The Board projected and discussed a slide regarding reviews under the Affirmation of Commitments [PDF, 754 KB] and provided an overview of the status of reviews and the timeline for further action. The Chair discussed the sequence of reviews arising out of the Affirmation of Commitments, including meeting selection, public comment, internal assessment of the costs/feasibility of the implementation of the recommendations, Board assessment and decision on the recommendations, and implementation of the recommendations.
The Chair also invited questions from the community members in attendance at the meeting.
Bruce Tonkin then provided an update on the status of the WHOIS review team recommendations and the Board's consideration of the recommendations, noting that there is a lot of work underway within ICANN. The Bruce noted that the Board will be producing a final resolution on the Whois Review Team Final Report within the next few weeks.
No resolution was taken.
The Chair requested Ram Mohan to present the resolution.
Sébastien Bachollet then moved and Ray Plzak seconded the following resolution:
Whereas, on 13 September 2012, the Board thanked the Security, Stability & Resiliency of the DNS Review Team for its Final Report,
Whereas, the Board requested that the President and CEO instruct Staff to consider the public comments and community input, assess the Recommendations, evaluate the potential implementation paths for each Recommendation, and provide the Board with guidance and advice on the Final Report, including, where appropriate, potential implementation plans and budgets, by the ICANN Toronto meeting.
Whereas, Staff has provided an initial implementation plan, finding that the 28 Recommendations in the Final Report are feasible and implementable.
Resolved (2012.10.18.04), the Board accepts the Final Report of the Security, Stability and Resiliency of the DNS Review Team and instructs the President and CEO to proceed with implementation of the 28 Recommendations.
The Chair then called for a vote on the resolution.
Fifteen members of the Board voted in favor of the resolution. Erika Mann was unavailable to vote on the resolution. The resolution carried.
The Affirmation of Commitments (AoC) between ICANN and the U.S. Department of Commerce commits ICANN to preserve the security, stability and resiliency of the DNS, and to organize a community review of its execution of this commitment no less frequently than every three years. The AoC further commits ICANN's Board to publish for public comment the report submitted by the review team, and to take action on the report within six months of its submission.
The Team's volunteer members were appointed by ICANN's CEO and the GAC Chair, per the AoC requirements, and reflected the broad Internet community's interests in Internet security, stability and resiliency matters. Over the past 19 months, the SSR Review Team conducted fact-finding, including meetings with ICANN's relevant Supporting Organizations and Advisory Committees, members of the broader Internet security community, and other interested parties, and issued a draft report for public comment before submitting its Final Report to the Board on 20 June 2012. The Report was posted for two months of public comment and the forum closed on 29 August 2012.
The Board thanked the Review Team on 13 September 2012 for their Final Report and instructed staff to consider feasibility of 28 Recommendations in the Final Report, and prepare a proposed implementation plan.
Why is the Board addressing the issue now?
As required by the AoC, the recommendations resulting from the SSR RT were provided to the Board on 20 June 2012 and posted for public comment. The SSR RT provided a report that validates and builds on ICANN's commitments and SSR responsibilities. The Board encouraged and considered input from the community, including the Supporting Organizations, Advisory Committees, stakeholder groups and interested individuals. The public comments were supportive of the SSR RT Final Report and ICANN's due diligence resulted in advice that ICANN move forward with implementation of all 28 recommendations. The Board has concluded that ICANN should move forward on implementation plans for the 28 recommendations.
What is the proposal being considered?
The proposal is that all 28 recommendations are feasible and implementable and that the Board accept the SSR RT Final Report and the 28 recommendations.
Which stakeholders or others were consulted?
Comments were received on the Final Report from ALAC, the GAC, the gTLD Registry Stakeholder Group, registrars. The SSR RT conducted briefings with SSAC and consultations at ICANN meetings in Dakar, Costa Rica and Prague as its recommendations were being developed and finalized. The community has had substantial opportunity to engage with the SSR RT during the development of its recommendations. A broad spectrum of community inputs were received on the earlier Draft Report, including from LACRALO, the Business Constituency, individuals, CNNIC, and ICC.
What concerns or issues were raised by the community?
There was general support in the public comments on the 28 recommendations. The common sentiment on the Final Report and recommendations were that they "are sensible, carefully crafted, and specific…the recommendations appear to be implementable without being so particular as to constitute operational instructions. We like the report's emphasis on clear, or where appropriate, measurable outcomes." The GAC noted that it fully supports all of the recommendations from the SSR RT.
What significant materials did the Board review?
The Board reviewed the SSR RT Draft Report and public comments, Final Report and public comments, the preliminary staff report for the 13 September Special Meeting of the Board, and the GAC Communiqué from Prague.
What factors the Board found to be significant?
The community and staff generally view the recommendations to be feasible and implementable.
Are there positive or negative community impacts?
Approval of the SSR RT Final Report and recommendations will have a positive impact in bringing another AoC review process to a close and highlight ICANN and community commitments to security, stability and resiliency of the Internet's unique identifier systems.
Are there fiscal impacts or ramifications on ICANN (strategic plan, operating plan, budget), the community, and/or the public?
Fiscal impacts on the community and public are expected to be minimal. ICANN will need to make changes in its Strategic and Operating Planning processes to incorporate the recommendations relating to greater transparency on SSR-related projects, initiatives, budgeting, and alignment of Strategic Objectives to the annual SSR Framework. Some of the recommendations have already been implemented by staff as the SSR RT conducted its review. There are several recommendations related to a comprehensive DNS Risk Management Framework, and this will require additional budget and staff resources to support in FY 14. Several other recommendations will need community-staff collaboration in order to be fully implemented.
Are there any security, stability and resiliency issues relating to the DNS?
The SSR RT Final Report reinforces ICANN's commitment to the security, stability and resiliency of the DNS and there are no negative issues related to security, stability and resiliency in the approval of this report or recommendations.
This is an ICANN's Organizational Administrative Function requiring public comment.
The Chair adjourned the meeting.
This decision is a Board-level Organizational Administrative Function – public comment sought.
Funding for ICANN's Language Services Policy and Procedures has been provided in the FY2013 budget. It is expected that additional funding to further enhance ICANN's multilingual strategy will be provided in the FY2014 budget. There is no impact on the security or the stability of the DNS due to the implementation of this policy. This is an ICANN Organizational Administration Function requiring public comment.
This decision is a Board-level Organizational Administrative function – not requiring public comment (but incorporating comment received on a related document).
Published 21 December 2012