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Minutes | Special Meeting of the ICANN Board

A Special Meeting of the ICANN Board of Directors was held telephonically on 16 January 2019 at 22:00 UTC.

Cherine Chalaby, Chair, promptly called the meeting to order.

In addition to the Chair, the following Directors participated in all or part of the meeting: Becky Burr, Maarten Botterman, Ron da Silva, Sarah Deutsch, Chris Disspain (Vice Chair), Avri Doria, Rafael Lito Ibarra, Danko Jevtovic, Akinori Maemura, Göran Marby (President and CEO), Nigel Roberts, León Sanchez, and Matthew Shears.

The following Directors sent their apologies: Khaled Koubaa and Tripti Sinha.

The following Board Liaisons participated in all or part of the meeting: Harald Alverstrand (IETF Liaison), Manal Ismail (GAC Liaison), Merike Kaeo (SSAC Liaison).

The following Board Liaisons sent their apologies: Kaveh Ranjbar (RSSAC Liaison).

Secretary: John Jeffrey (General Counsel and Secretary).

The following ICANN Executives and Staff participated in all or part of the meeting: Susanna Bennett (Chief Operating Officer), Michelle Bright (Board Content Coordination Director), Franco Carrasco (Board Operations Specialist), Sally Cohen (SVP, Global Communications), Sally Costerton (Sr. Advisor to President & SVP, Global Stakeholder Engagement), Jamie Hedlund (SVP, Contractual Compliance & Consumer Safeguard and Managing Director – Washington D.C. Office), John Jeffrey (General Counsel and Secretary), Aaron Jimenez (Board Operations Senior Coordinator), Tarek Kamel (Sr. Advisor to President & SVP, Government and IGO Engagement), Vinciane Koenigsfeld (Director, Board Operations), Elizabeth Le (Associate General Counsel), Cyrus Namazi (Vice President, Domain Name Services & Industry Engagement, Global Domains Division), David Olive (Senior Vice President, Policy Development Support), Cassia Oliveira (Sr. Manager, Office of the CEO), Wendy Profit (Senior Manager, Board Operations), Ashwin Rangan (SVP, Engineering & Chief Information Officer), Lisa Saulino (Board Operations, Senior Coordinator), Amy Stathos (Deputy General Counsel), Theresa Swinehart (Senior Vice President, Multistakeholder Strategy and Strategic Initiatives), and Gina Villavicencio (SVP, Global Human Resources).

  1. Consent Agenda:
    1. Establishment of Board Working Group on Anti-Harassment
  2. Main Agenda:
    1. Consideration of Reconsideration Request 18-10: The Amazon Cooperation Treaty Organization
  3. Executive Session – Confidential
    1. President and CEO At-Risk Compensation for First Half of FY19
    2. Officer Appointment and Compensation

 

  1. Consent Agenda:

    The Chair introduced the items the Consent Agenda. Ron da Silva moved and Matthew Shears seconded. The Chair then called for a vote and the Board took the following action:

    1. Establishment of Board Working Group on Anti-Harassment

      Whereas, the ICANN Board takes the issue of harassment very seriously and is committed to taking all appropriate and reasonable steps to help create a harassment-free environment for the ICANN Community.

      Whereas, as part of the Board's commitment, the Board has determined to establish a Board Working Group on Anti-Harassment.

      Resolved (2019.01.16.01), the Board hereby establishes a Board Working Group on Anti-Harassment with the following members: Becky Burr, Sarah Deutsch (Chair), Chris Disspain, Avri Doria, Lito Ibarra, Manal Ismail, Merike Kaeo and Tripti Sinha.

      All members of the Board present voted in favor of Resolution 2019.01.16.01. The Resolution carried.

      Rationale for Resolution 2019.01.16.01

      The ICANN Board takes the issue of harassment very seriously and is committed to taking all appropriate and reasonable steps to help create a harassment free environment for the ICANN Community. As part of the commitment, in March 2017, following community discussion, the Board adopted the Community Anti-Harassment Policy (https://www.icann.org/en/system/files/files/community-anti-harassment-policy-24mar17-en.pdf). Following the adoption of this Policy, there have been some ongoing discussions among community members and various members of the Board regarding the issue of harassment. As part of those discussions, the Board has determined to create a Board Working Group on Anti-Harassment to focus on this issue.

      Accordingly, the Board has established the Board Working Group on Anti-Harassment with the following Board members (including voting directors and non-voting liaisons): Becky Burr, Sarah Deutsch (Chair), Chris Disspain, Avri Doria, Lito Ibarra, Manal Ismail, Merike Kaeo and Tripti Sinha.

      Creating this working group also is intended to help support the Core Value of "[s]eeking and supporting broad, informed participation reflecting the functional, geographic, and cultural diversity of the Internet at all levels of policy development and decision-making to ensure that the bottom-up, multistakeholder policy development process is used to ascertain the global public interest and that those processes are accountable and transparent." (Bylaws, Art. 1, § 1.2.(b)(ii).)

      This decision is clearly in the public interest and the interests of the ICANN Community as taking all appropriate steps to help create a harassment free environment is important for those who participate in the ICANN multistakeholder model. To that end, this decision also falls squarely in support of ICANN's mission, as a focused group of Board members can be part of a group that is trying to help create an environment where the ICANN community is free to focus on the mission and not on behaviors that should not be a part of the working environment.

      This decision will not have a fiscal impact on ICANN and will not have an impact on the security, stability or resiliency of the domain name system.

      This action is an Organizational Administrative Function that does not require public comment.

  2. Main Agenda:

    The Chair introduced the items on the Main Agenda.

    1. Consideration of Reconsideration Request 18-10: The Amazon Cooperation Treaty Organization

      Chris Disspain, the Vice-Chair of the Board and Chair of the Accountability Mechanisms Committee (BAMC), introduced the agenda item. Amy Stathos, Deputy General Counsel, presented the Board with a summary of Reconsideration Request 18-10 (Request), which was submitted by the Amazon Cooperation Treaty Organization (ACTO) (Requestor). The Request seeks seeking reconsideration on behalf of the ACTO member states of ICANN Board Resolution 2018.10.25.18 (Resolution), which directed ICANN organization to remove the "Will Not Proceed" status and resume processing of the .AMAZON applications according to the policies and procedures governing the 2012 round of the New gTLD Program. The Requestor claims that the Board relied on inaccurate information when it adopted the Resolution, and that the Resolution contravenes ICANN org's commitments and core values. More specifically, the Request suggests that the Resolution should be reconsidered because it was adopted: (1) based on a misunderstanding by the Board of the position of the Amazon countries; (2) without consideration of the 19 October 2018 letter from the Requestor; and (3) without consideration of the follow up advice from the ICANN Governmental Advisory Committee (GAC) adopted on 24 October 2018.

      On 18 and 21 December 2018, the BAMC evaluated Request 18-10 and all relevant materials and recommended that the Board deny Request 18-10 because the Board adopted the Resolution based on accurate and complete information and because the Board's adoption of the Resolution was consistent with ICANN's commitments and core values. Nevertheless, the BAMC acknowledged that Request 18-10 reflects a difference in interpretation by the Requestor of the Resolution, and thus, the BAMC recommended that the Board reiterate that the Resolution was taken with the clear intention to grant the President and CEO the authority to progress the facilitation process between the ACTO member states and the Amazon corporation with the goal of helping the involved parties reach a mutually agreed solution, but in the event they are unable to do so, the Board will make a decision at ICANN 64 on the next steps regarding the potential delegation of .AMAZON and related top-level domains. The BAMC further encouraged a high level of communication between the President and CEO and the relevant stakeholders, including the representatives of the Amazonian countries and the Amazon corporation, between now and ICANN 64. The BAMC also recommended that the Board continue receiving updates on the facilitation process from the ICANN President and CEO in anticipation of revisiting the status of the .AMAZON applications at its meeting at ICANN64.

      With respect to the its first suggestion, the Requestor claims that the Rationale for the Resolution states that "the ICANN org has informed the Board that the parties have identified a path forward." The Requestor suggests that this information is inaccurate because the ACTO member states had not yet been informed of the Public Interest Commitments proposed by Amazon corporation and have not been agreed to by them. The BAMC, in evaluating the Request, concluded that the Requestor's interpretation of the "path forward" language appears to have been based on a different interpretation than the Board's regarding the effect of the Resolution. The Board's "path forward" language did not refer to a final agreement regarding delegation or a specific solution. Rather, the Resolution was taken with the intent that further discussions with the relevant parties, including the ACTO member states would continue and that no decisions regarding delegation of the .AMAZON applications would be taken without further Board consideration of the relevant outcome of the continued facilitation process.

      With respect to the Requestor's second claim that the Board failed to consider material information because the 19 October 2018 letter is not included in the list of "Items considered by the Board" in the Resolution, the BAMC determined that the facts demonstrate the Board did consider 19 October 2018 prior to passing the Resolution.

      With respect to the Requestor's third claim that the Board failed to consider the advice contained in the Barcelona Communiqué, the BAMC noted that it is not clear whether the Board could have considered the GAC's follow-up advice as the Barcelona Communiqué was not published until 25 October 2018 and the Board adopted the Resolution on the morning of 25 October 2018. Nevertheless, the BAMC determined that the "follow-up" did not contain any new advice, but instead expressed approval of the 16 September Board resolution and restated advice from the Abu Dhabi Communiqué.

      With respect to the Requestor's suggestion that the Resolution is inconsistent with GAC advice because the Durban Communiqué advised the Board that the Amazon applications should not proceed, the BAMC determined that the Requestor has not demonstrated any inconsistency in the actions taken by ICANN and all the relevant advice from the GAC since 2013. The BAMC further noted that subquent to the Board's acceptance of the Durban Communiqué, the Amazon corporation prevailed in an IRP challenging that decision. In light of the .AMAZON IRP Final Declaration, the Board asked the GAC for additional information. Thereafter, the GAC issued the Abu Dhabi Communiqué, which advised the Board to facilitate negotiations between the ACTO member states and the Amazon corporation. The Abu Dhabi Communiqué was more recent advice that took into account a change in circumstances and that was materially different from the advice contained in the Durban Communiqué.

      Becky Burr and Danko Jevtovic abstained from consideration of the matter, noting potential conflicts.

      Chris moved and León Sanchez seconded. The Chair then called for a vote and the Board took the following action:

      Whereas, the Amazon Cooperation Treaty Organization (ACTO) (Requestor), submitted Reconsideration Request 18-10 seeking reconsideration on behalf of the ACTO member states of ICANN Board Resolution 2018.10.25.18 (Resolution).

      Whereas, the Requestor claims that the Board relied on inaccurate information when it adopted the Resolution, and that the Resolution contravenes ICANN organization's commitments and core values established in the Bylaws.

      Whereas, the Requestor asks the Board to cancel the Resolution and restore the "Will Not Proceed" status to the .AMAZON applications.

      Whereas, the Board Accountability Mechanisms Committee (BAMC) previously determined that Request 18-10 is sufficiently stated and sent the Request to the Ombudsman for review and consideration in accordance with Article 4, Section 4.2(j) and (k) of the ICANN Bylaws.

      Whereas, the Ombudsman recused himself from this matter pursuant to Article 4, Section 4.2(l)(iii) of the Bylaws.

      Whereas, the BAMC carefully considered the merits of Request 18-10 and all relevant materials and recommended that Request 18-10 be denied because the Board adopted the Resolution based on accurate and complete information and because the Board's adoption of the Resolution was consistent with ICANN's commitments and core values.

      Whereas, the BAMC acknowledged that Request 18-10 reflects a difference in interpretation by the Requestor of the Resolution, and thus, the BAMC recommended that the Board reiterate that the Resolution was taken with the clear intention to grant the President and CEO the authority to progress the facilitation process between the ACTO member states and the Amazon corporation with the goal of helping the involved parties reach a mutually agreed solution, but in the event they are unable to do so, the Board will make a decision at ICANN 64 on the next steps regarding the potential delegation of .AMAZON and related top-level domains.

      Whereas, the BAMC also recommended that the Board continue receiving updates on the facilitation process from the ICANN President and CEO in anticipation of revisiting the status of the .AMAZON applications at its meeting at ICANN64.

      Whereas, the Requestor did not file a rebuttal to the BAMC Recommendation on Request 18-10 within the allotted time under Article 4, Section 4.2(q) of the Bylaws.

      Resolved (2019.01.16.02), the Board adopts the BAMC Recommendation on Reconsideration Request 18-10, which recommended that Request 18-10 be denied and no further action be taken because the Board adopted the Resolution based on accurate and complete information and because the Board's adoption of the Resolution was consistent with ICANN's commitments and core values.

      Resolved (2019.01.16.03), the Board hereby reiterates that Resolution 2018.10.25.18 was taken with the clear intention to grant the President and CEO the authority to progress the facilitation process between the ACTO member states and the Amazon corporation with the goal of helping the involved parties reach a mutually agreed solution, but in the event they are unable to do so, the Board will make a decision at ICANN 64 on the next steps regarding the potential delegation of .AMAZON and related top-level domains.

      Resolved (2019.01.16.04), the Board encourages a high level of communication between the President and CEO and the relevant stakeholders, including the representatives of the Amazonian countries and the Amazon corporation, between now and ICANN 64, and directs the President and CEO to provide the Board with updates on the facilitation process in anticipation of revisiting the status of the .AMAZON applications at its meeting at ICANN64.

      Twelve Directors voted in favor of Resolutions 2019.01.16.02, 2019.01.16.03, and 2019.01.16.04. Becky Burr and Danko Jevtovic abstained. Khaled Koubaa and Tripti Sinha were unable to vote. The Resolutions carried.

      Rationale for Resolutions 2019.01.16.02 – 2019.01.16.04

      1. Brief Summary and Recommendation

        The full factual background is set forth in the BAMC Recommendation on Request 18-10 (BAMC Recommendation), which the Board has reviewed and considered, and which is incorporated here.

        On 18 and 21 December 2018, the BAMC evaluated Request 18-10 and all relevant materials and recommended that the Board deny Request 18-10 because the Board adopted the Resolution based on accurate and complete information and because the Board's adoption of the Resolution was consistent with ICANN's commitments and core values. Nevertheless, the BAMC acknowledged that Request 18-10 reflects a difference in interpretation by the Requestor of the Resolution, and thus, the BAMC recommended that the Board reiterate that the Resolution was taken with the clear intention to grant the President and CEO the authority to progress the facilitation process between the ACTO member states and the Amazon corporation with the goal of helping the involved parties reach a mutually agreed solution, but in the event they are unable to do so, the Board will make a decision at ICANN 64 on the next steps regarding the potential delegation of .AMAZON and related top-level domains. The BAMC further encouraged a high level of communication between the President and CEO and the relevant stakeholders, including the representatives of the Amazonian countries and the Amazon corporation, between now and ICANN 64. The BAMC also recommended that the Board continue receiving updates on the facilitation process from the ICANN President and CEO in anticipation of revisiting the status of the .AMAZON applications at its meeting at ICANN64.

        Pursuant to Article 4, Section 4.2(q), the Requestor has 15 days from the receipt of the BAMC's Recommendation on Request 18-10 to submit a rebuttal. No rebuttal was filed by the 5 January 2019 deadline and none has been received to date.

        The Board has carefully considered the BAMC's Recommendation and all relevant materials related to Request 18-10, and the Board agrees with the BAMC's Recommendation.

      2. Issue

        The issues are as follows:

        • Whether the Board adopted the Resolution based on false or inaccurate relevant information, or without consideration of material information; and
        • Whether the Board adopted the Resolution contrary to ICANN's commitments and core values, which recognize that ICANN must duly take into account the public policy advice of governments and public authorities.

        These issues are considered under the relevant standards for reconsideration requests, which are set forth in the BAMC Recommendation.

      3. Analysis and Rationale

        1. The Board Resolution Did Not Direct the Delegation of the .AMAZON and Related TLDs Without Further Consultation with the ACTO Member States or the Board Itself.

          As a preliminary matter, the Board notes that Request 18-10 appears to be based on the Requestor's interpretation that the Resolution directed ICANN's President and CEO to delegate .AMAZON and the related TLDs without further consultation with the ACTO member states and without further consideration by the Board. This is perhaps the result of language that could have been clearer, but this interpretation was not the intent of the Resolution.

          Contrary to the Requestor's apparent interpretation, however, as reiterated above, the Resolution was passed with the intention that further discussions among the parties take place before the Board takes a final decision on the potential delegation of .AMAZON and related TLDs. The language of the Resolution itself does not approve delegation of .AMAZON or support any particular solution. Rather, the Resolution simply "directs the President and CEO, or his designee(s), to remove the 'Will Not Proceed' status." The removal of the "Will Not Proceed" status1 was a necessary procedural prerequisite to ICANN org renewing formal consideration of the .AMAZON applications and the processing of the proposed Public Interests Commitments (PICs) by the Amazon corporation.

          Moreover, the circumstances surrounding the Resolution confirm that further negotiations were expected and welcomed by the Board. Specifically, during the discussion by the Board of the Resolution, the ICANN President and CEO stated on the record that he planned to meet with ACTO representatives to discuss these issues.2 In the time since the Resolution was adopted, both the ICANN President and CEO and the Chair of the ICANN Board have confirmed the intent of the Resolution and have reiterated that they maintained the intent to continue facilitating the discussion between the ACTO member states and the Amazon corporation in correspondence to the Chair of the Governmental Advisory Committee (GAC)3 and to ACTO.4

        2. The Board Adopted the Resolution Based on Accurate and Complete Information and Did Not Fail to Consider Any Material Information.

          The Request suggests that the Resolution should be reconsidered because it was adopted: (1) based on a misunderstanding by the Board of the position of the Amazon countries; (2) without consideration of the 19 October 2018 letter from the Requestor; and (3) without consideration of the GAC's follow-up advice adopted on 24 October 2018. However, as explained below and in the BAMC Recommendation, the Board considered all available material information and had an accurate understanding of the facts. The BAMC concluded, and the Board agrees, that all available material information was considered by the Board in adopting the Resolution and that the Board had an accurate understanding of the facts.

          With respect to the its first suggestion, the Requestor claims that the Rationale for the Resolution states that "'the ICANN org has informed the Board that the parties have identified a path forward.'"5 The Requestor suggests that "[t]his information is inaccurate," based on its conclusion that the Board "ha[d] considered that the Amazon countries had been informed of a proposal for the delegation of the '.AMAZON', and that they would have agreed to that delegation pending only final discussions on a limited number of elements."6 Here, the BAMC concluded, and the Board agrees, that the Requestor's interpretation of the "path forward" language appears to have been based on a different interpretation than the Board's regarding the effect of the Resolution. As discussed above, the Resolution was taken with the intent that further discussions with the relevant parties, including the ACTO member states would continue and that no decisions regarding delegation of the .AMAZON applications would be taken without further Board consideration of the relevant outcome of the continued facilitation process. As such, the Board's "path forward" language did not refer to a final agreement regarding delegation or a specific solution.

          With respect to the Requestor's second claim that the Board failed to consider material information because the 19 October 2018 letter is not included in the list of "Items considered by the Board" in the Resolution, the BAMC determined, and the Board agrees, that the facts demonstrate the Board did consider 19 October 2018 prior to passing the Resolution. The 19 October 2018 letter invited the ICANN President and CEO to meet with the ACTO state member representatives to discuss a possible solution. As noted above, the ICANN President and CEO specifically mentioned the meeting invitation from the ACTO member states and his acceptance of the invitation in introducing the 25 October 2018 Resolution.7

          Finally, the Requestor suggests that the Board "overlooked GAC's follow-up on previous advice about the .AMAZON applications, which the GAC adopted on 24 October 2018."8 As an initial matter, it is not clear whether the Board could have considered the GAC's follow-up advice, as it was contained in the Barcelona Communiqué, which was not published until 25 October 2018. The Board adopted the Resolution on the morning of 25 October 2018. In any event, the "follow-up" did not contain any new advice, but instead expressed approval of the 16 September Board resolution and restated advice from the Abu Dhabi Communiqué.9 Thus, even if the Barcelona Communiqué was available prior to the adoption of the Resolution, it did not contain any material information that the Board failed to consider because the Board had expressly considered the same information.

        3. The Board's Adoption of the Resolution Was Consistent with ICANN's Commitments and Core Values.

          The Requestor suggests that the Resolution was "contrary to ICANN's commitments and core values, which recognize that 'governments and public authorities are responsible for public policy' and that ICANN must duly take into account the public policy advice of governments and public authorities."10 The Requestor grounds this idea in the conclusion that the Resolution was inconsistent with the relevant GAC advice. The BAMC determined, and the Board agrees, that the Requestor's position is premised on an apparent different interpretation of the Resolution by the Requestor (as discussed above).

          First, with respect to the Requestor's suggestion that the Board was wrong to interpret the Abu Dhabi Communiqué's advice to "supersede" the advice in the Durban Communiqué,11 the BAMC concluded, and the Board agrees, that this argument does not support reconsideration. The Durban Communiqué advised the Board of the GAC's position that the .AMAZON applications should "not proceed beyond Initial Evaluation."12 As explained in the BAMC Recommendation13 and incorporated herein by reference, the Board accepted the advice from the Durban Communiqué in 2014, but the Amazon corporation prevailed in an Independent Review Process (IRP) challenging that 2014 decision. In light of the .AMAZON IRP Final Declaration, the Board asked the GAC for additional information on that advice. Subsequently, the Abu Dhabi Communiqué advised the Board to facilitate negotiations between the ACTO member states and the Amazon corporation.14 The Abu Dhabi Communiqué was more recent advice that took into account a change in circumstances and that was materially different from the advice contained in the Durban Communiqué. The BAMC concluded, and the Board agrees, that the Abu Dhabi Communiqué could fairly be described as superseding the earlier advice from the Durban Communiqué.

          Next, the Requestor suggests that the Resolution is inconsistent with the GAC's advice, even as embodied in the Abu Dhabi and Barcelona Communiqués. The Requestor notes that GAC's most recent consensus statement "reiterated" the "possibility of delegation of the .AMAZON applications" if the parties reach a "mutually acceptable solution."15 As explained above, the Resolution is designed to allow the parties to try to reach such a solution through ICANN org facilitation. There is therefore no inconsistency between the GAC advice and the Resolution.

          As noted in the BAMC Recommendation, the Requestor's perspective on this issue is informed, in part, by its suggestion that the Amazon countries' "consent must be previously obtained if the .AMAZON strings are to" be delegated.16 The Board agrees with the BAMC that while the Requestor has consistently maintained this position throughout correspondence with ICANN representatives, nothing in ICANN's Bylaws or procedures provides a third party or the GAC with authority to stop the Board from making its decision. Instead, the Bylaws require that the Board "recogniz[e] that governments and public authorities are responsible for public policy and duly tak[e] into account the public policy advice of governments and public authorities."17 When the ICANN Board previously accepted the GAC's advice on this issue, the Amazon corporation prevailed in an IRP challenging that decision.18 The Final Declaration recommended that "the Board should make an objective and independent judgment regarding whether there are, in fact, well-founded, merits-based public policy reasons for denying Amazon's application."19 Further, the Board has previously received independent, third-party expert analysis that concluded there was "no rule of international, or even regional or national, law" which obligated ICANN to either reject or accept the .AMAZON applications.20 Thus, while the Resolution does not indicate that .AMAZON and its related TLDs will be delegated without further discussion and negotiation, as noted above, nothing in ICANN's Bylaws or procedures provides a third party or the GAC with authority to stop the Board from making its decision.

          As the Requestor noted, ICANN's commitments and core values "recognize that 'governments and public authorities are responsible for public policy' and that ICANN must duly take into account the public policy advice of governments and public authorities."21 The history of the .AMAZON applications demonstrates that the Board has consistently done just that. In adopting the Resolution, the Board followed the advice of the GAC to "continue facilitating negotiations between the…ACTO[] member states and the Amazon corporation with a view to reaching a mutually acceptable solution to allow for the use of .amazon as a top level domain name."22 This approach acknowledges the public policy interests of the ACTO member states and ensures that the ICANN org will continue to take those interests into account, and is therefore fully consistent with ICANN's commitments and core values.

          For these reasons, the Board concludes that reconsideration is not warranted.

          This action is within ICANN's Mission and is in the public interest as it is important to ensure that, in carrying out its Mission, ICANN is accountable to the community for operating within the Articles of Incorporation, Bylaws, and other established procedures, by having a process in place by which a person or entity materially affected by an action of the ICANN Board or Staff may request reconsideration of that action or inaction by the Board. Adopting the BAMC's Recommendation has no financial impact on ICANN and will not negatively impact the security, stability and resiliency of the domain name system.

          This decision is an Organizational Administrative Function that does not require public comment.

  3. Executive Session – Confidential

    The Board entered a confidential session. The Board undertook the following actions during its confidential session:

    1. President and CEO At-Risk Compensation for First Half of FY19

      Whereas, each Board member has confirmed that he/she does not have a conflict of interest with respect to establishing the amount of payment to the President and CEO's for the first half of his FY19 at-risk compensation.

      Whereas, the Compensation Committee recommended that the Board approve payment to the President and CEO for the first half of his FY19 at-risk compensation.

      Resolved (2019.01.16.05), the Board hereby approves a payment to the President and CEO for the first half of his FY19 at-risk compensation component.

      Rationale for Resolution 2019.01.16.05

      When the President and CEO was hired, he was offered a base salary, plus an at-risk component of his compensation package. This same structure exists today. Consistent with all personnel with the ICANN organization, the President and CEO is to be evaluated against specific goals, which the President and CEO sets in coordination with the Compensation Committee and the Board.

      The President and CEO provided to the Compensation Committee his self-assessment of his mid-way achievements towards his FY19 goals. After reviewing, the Compensation Committee discussed and agreed with the President's self-assessment. Following discussion, the Compensation Committee recommended that the Board approve payment to the President and CEO for his at-risk compensation for the first half of FY19. The Board agrees with the Compensation Committee's recommendation.

      Taking this decision is in furtherance of ICANN's Mission and is in the public interest in that it helps ensure that President and CEO is sufficiently compensated in line with his performance in furtherance of the Mission, and which reflects that his goals are consistent with ICANN's Strategic and Operating plans.

      While the decision to pay the President and CEO his at-risk compensation for the first half of FY19 will have a fiscal impact on ICANN, it is an impact that was contemplated in the FY19 budget. This decision will not have an impact on the security, stability or resiliency of the domain name system.

      This is an Organizational Administrative Function that does not require public comment.

    2. Officer Appointment and Compensation

      [CONFIDENTIAL – PERSONNEL EMPLOYMENT MATTER]

Published on 15 March 2019


1 The meaning and impact of a "Will Not Proceed" application status is explained on the Applicant Advisory page of the New gTLD microsite.

2 Transcript of the 25 October 2018 Board Meeting, Pg. 15 ((https://static.ptbl.co/static/attachments/192259/1540518957.pdf?1540518957); Letter from C. Chalaby to J. Mendoza, 3 December 2018 (https://www.icann.org/en/system/files/correspondence/chalaby-to-mendoza-03dec18-en.pdf).

3 Letter from G. Marby to M. Ismail, 28 Nov. 2018 (https://www.icann.org/en/system/files/correspondence/marby-to-ismail-28nov18-en.pdf).

4 Letter from G. Marby to J. Mendoza, 20 November 2018 (https://www.icann.org/en/system/files/correspondence/marby-to-mendoza-20nov18-en.pdf); Letter from C. Chalaby to Ambassador Mendoza, 3 Dec. 2018 (https://www.icann.org/en/system/files/correspondence/chalaby-to-mendoza-03dec18-en.pdf). 

5 Request 18-10, § 8.1, at Pg. 3.

6 Id.

7 Transcript of the 25 October 2018 Board Meeting, Pg. 15.

8 Request 18-10, § 8.2, at Pg. 5-6.

9 Barcelona Communiqué at Pg. 10-11.

10 Request 18-10, § 8.2, at Pg. 5.

11 Id.

12 Durban Communiqué at Pgs. 3-4.

13 BAMC Recommendation, Pgs. 6-8.

14 Abu Dhabi Communiqué at Pg. 13.

15 Request 18-10, § 8.2, at Pgs. 5-6 (emphasis omitted).

16 Id. § 6, at Pg. 2.

17 ICANN Bylaws, 18 June 2018, Art. 1 § 1.2(b).

18 IRP Panel Declaration ¶¶ 124-26, at Pgs. 52-53.

19 Id. ¶ 125, at Pgs. 52-53

20 https://www.icann.org/resources/board-material/resolutions-new-gtld-2014-05-14-en#/2.b.

21 Request 18-10, § 8.2, at Pg. 5.

22 Abu Dhabi Communiqué at Pg. 13

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."