Minutes | Special Meeting of the ICANN Board
A Special Meeting of the ICANN Board of Directors was held telephonically on 3 December 2014 at 22:00 UTC.
Steve Crocker, Chair, promptly called the meeting to order.
The following Directors participated in all or part of the meeting: Rinalia Abdul Rahim, Fadi Chehadé (President and CEO), Chris Disspain, Asha Hemrajani, Wolfgang Kleinwächter, Markus Kummer, Bruno Lanvin, Gonzalo Navarro, Ray Plzak, Mike Silber, Bruce Tonkin (Vice Chair), and Kuo-Wei Wu.
The following Directors sent their apologies: Cherine Chalaby and Erika Mann.
The following Board Liaisons participated in all or part of the meeting: Ram Mohan (SSAC Liaison), Thomas Schneider (GAC Liaison), Jonne Soininen (IETF Liaison), and Suzanne Woolf (RSSAC Liaison).
Secretary: John Jeffrey (General Counsel and Secretary).
ICANN Executives and Staff in attendance for all or part of the meeting: Megan Bishop (Board Support Coordinator), Michelle Bright (Board Support Manager), Samantha Eisner (Associate General Counsel), Allen Grogan (Chief Contract Compliance Officer), John Jeffrey (General Counsel and Secretary), Daniel Halloran (Deputy General Counsel), Elizabeth Le (Senior Counsel), David Olive (Vice President, Policy Development), Amy Stathos (Deputy General Counsel), Theresa Swinehart (Sr. Advisor to the President on Strategy), and Nick Tomasso (VP, Meeting Operations & Int'l Real Estate).
- Consent Agenda:
- Main Agenda:
The Chair introduced the item on the Consent Agenda. The Chair then called for a vote, and the Board took the following action:
Resolved, the following resolution in this Consent Agenda is approved:
Appointment of Auditors – non-US locations (pending Audit Committee approval of recommendation)
Whereas, Article XVI of the ICANN Bylaws (http://www.icann.org/general/bylaws.htm) requires that after the end of the fiscal year, the books of ICANN must be audited by certified public accountants, which shall be appointed by the Board.
Whereas, in addition to the Bylaws required audit, financial statement audits may be required in other various locations where ICANN is present, which will require independent auditors registered in those locations.
Whereas, both staff and the Audit Committee recommend that the Board authorize the President and CEO, or his designee(s), the authority to take all necessary actions to engage one or more BDO member firms to serve as ICANN's independent auditor in any location where financial or audit services are required, so long as ICANN continues to use BDO USA LLP as our independent auditors for the Bylaws-mandated financial statement audit
Resolved (2014.12.03.01), the Board authorizes the President and CEO, or his designee(s), to engage one or more BDO member firms to serve as ICANN's independent auditor in any location where financial or audit services are required, so long as ICANN continues to use BDO USA LLP as our independent auditors for the Bylaws-mandated financial statement audit.
Rationale for Resolution 2014.12.03.01
The engagement of an independent audit firm is in fulfillment of ICANN's Bylaws' obligation to undertake the annual independent audit of its financial statements. This furthers ICANN's accountability to its Bylaws and processes, and the results of the independent audit firm's work are publicly available.
ICANN engaged BDO USA LLP as its annual independent audit firm for its FY14 audit, as a result of an extensive RFP process that included notably the assessment of the presence of each responding audit firm across the world and in the countries where ICANN has offices. In that respect, staff's assessment concluded that the network of BDO member firms was present in many countries and had a strong presence in the countries where ICANN has offices.
Staff has identified the need to perform annual independent audits, for statutory purposes, in Singapore where ICANN has a hub office. Staff also considers it possible that audit requirements arise in the future in other locations where ICANN is or will be present.
For efficiency and coordination purposes, it is strongly preferred, as it is a best practice, to have financial audits in various locations performed by a well-integrated audit firm with worldwide presence.
As noted above, BDO USA LLP was selected to perform ICANN's Bylaws-mandated audit, partially as a result of staff concluding that the BDO network of member firms had a strong worldwide presence. In order to capitalize on this global footprint, both the staff and the Audit Committee have recommended that the Board authorize the President and CEO, or his designee(s), to engage one or more BDO member firms to serve as ICANN's independent auditors in any location where financial or audit services are required, so long as ICANN continues to use BDO USA LLP as our independent auditors for the Bylaws-mandated financial statement audit.
There is a fiscal impact to the engagement, but that has already been budgeted for in the FY15 budget. There is no impact on the security or the stability of the DNS as a result of this appointment.This is an Organizational Administrative Function not requiring public comment.
June 2015 ICANN Meeting Venue Contracting
Nick Tomasso, VP, Meeting Operations & International Real Estate, introduced the agenda item. ICANN intends to hold the ICANN 53 meeting in the Latin America/Caribbean region. Several proposed venues in Latin America/Caribbean were considered, including Cancun, Mexico (for the alternate dates of 7-11 June) and Buenos Aires, Argentina (for the published dates of 21-25 June). In reviewing the proposed venues, staff considered several elements such as cost and the availability of the venue for the dates contemplated for the ICANN 53 meeting. Nick explained that staff was informed that EuroDIG was scheduled to be held on 4-5 June and could reduce the number of European delegates able to attend the ICANN 53 meeting if it were to be held on 7-11 June in Mexico. Nick further explained that the 21-25 June dates for the ICANN 53 meeting have been published for approximately three years, and that any change to those dates would require community consultation and further coordination. The global leaders therefore determined Buenos Aires to be the most suitable venue for ICANN 53 because it is available on the dates of ICANN 53 and the proposed cost is comparable to other ICANN pubic meetings. The matter before the Board is the request to approve the budget expenditure for Buenos Aires.
Gonzalo Navarro abstained from voting on this resolution, indicating that he would prefer to have more time to discuss the location and the budget expenditure.
Fadi Chehadé commented that ICANN has communicated with the Mexican presidency and explained the venue selection for the ICANN 53 meeting. Mexico indicated that they understood the decision, continue to fully support ICANN on the global stage, and wish to diligently work with ICANN towards a future meeting in Mexico.
Chris Disspain moved and George Sadowsky seconded the proposed resolution.
The Chair called for a vote, and the Board took the following action:
Whereas, ICANN intends to hold its second Public Meeting of 2015 in the Latin America/Caribbean region.
Whereas, staff has completed a thorough review of all proposed and available venues in Latin America/Caribbean and finds the one in Buenos Aires, Argentina to be the most suitable.
Resolved (2014.12.03.02), the Board authorizes the President and CEO, or his designee(s), to engage in and facilitate all necessary contracting and disbursements for the Meeting venue of the June 2015 ICANN Public Meeting in Buenos Aires, Argentina, in an amount not to exceed US$1.5 million.
Resolved (2014.12.03.03), specific items within this resolution shall remain confidential for negotiation purposes pursuant to Article III, section 5.2 of the ICANN Bylaws until the President and CEO determines that the confidential information may be released.
Twelve members of the Board voted in favor of Resolutions 2014.12.03.02 and 2014.12.03.03. Cherine Chalaby and Erika Mann were unavailable to vote on the Resolutions. Gonzalo Navarro abstained. The Resolutions carried.
Rationale for Resolutions 2014.12.03.02 – 2014.12.03.03
As part of ICANN's Public Meeting schedule, presently three times a year ICANN hosts a meeting in a different geographic region (as defined in the ICANN Bylaws). ICANN 53, scheduled for 21–25 June 2015, is to occur in the Latin America/Caribbean geographic region. A call for recommendations for the location of the meeting in Latin America/Caribbean was posted on 3 May 2013. Various parties sent a proposal to ICANN.
The staff performed a thorough analysis of the proposals, as well as other venues, and prepared a paper to identify those that met the Meeting Selection Criteria (see http://meetings.icann.org/location-selection-criteria). Based on the proposals and analysis, staff has identified Buenos Aires, Argentina as the location fro ICANN 53.
The Board reviewed staff's briefing for hosting the meeting in Buenos Aires, Argentina and the determination that the proposal met the significant factors of the Meeting Selection Criteria used to guide site selection work. The process for authorizing contracting for the selected venue site does not call for public consultation, as the assessment of the feasibility of a venue is the primary consideration.
There will be a financial impact on ICANN in hosting the meeting and providing travel support as necessary, as well as on the community in incurring costs to travel to the meeting. But such impact would be faced regardless of the location and venue of the meeting. This action will have no impact on the security or the stability of the DNS.
The Board thanks all who recommended sites for the ICANN 53.
This is an Organizational Administrative function that does not require public comment.
The Chair called the meeting to a close.
All members of the Board that were in attendance voted in favor of Resolution 2014.12.03.01. Cherine Chalaby and Erika Mann were unavailable to vote on the Resolution. The Resolution carried.
Published on 13 February 2015