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Minutes | Regular Meeting of the ICANN Board – Open Session

A Regular Meeting of the ICANN Board of Directors was held in person on 23 June 2019 in Marrakech, Morocco at 10:30 local time.

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, Khaled Koubaa, Akinori Maemura, Göran Marby (President and CEO), Nigel Roberts, León Sanchez, Matthew Shears, 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), Kaveh Ranjbar (RSSAC Liaison).

Secretary: John Jeffrey (General Counsel and Secretary).

Several ICANN Executives and Staff participated in all or part of the meeting.

  1. Consent Agenda:
    1. Approval of Minutes
    2. Emergency Back-End Registry Operator Program (EBERO) Contracts Approval
    3. Consideration of SSAC Advisory Regarding Access to Domain Name Registration Data (SAC101)
    4. Contract Renewal and Disbursement for Access & Identity Management Software
    5. Thank You to Local Host of ICANN 65 Meeting
    6. Thank You to Sponsors of ICANN 65 Meeting
    7. Thank You to Interpreters, Staff, Event and Hotel Teams of ICANN 65 Meeting
  2. Main Agenda:
    1. Adoption of ICANN Strategic Plan for Fiscal Years 2021 – 2025
    2. Transfer of the .BJ (Benin) top-level domain
    3. Adoption of Operating Standards to provide guidance on conducting Specific Reviews, as mandated by the ICANN Bylaws, Article 4, Section 4.6
    4. Acceptance of the Final Report and Feasibility Assessment and of the Initial Implementation Plan for the Second Organizational Review of the Security and Stability Advisory Committee
    5. GNSO Registrar Stakeholder Group Charter Amendments
    6. AOB
  3. Executive Session:
    1. President and CEO Second Half of FY19 At-Risk Compensation and Goals for FY20
    2. Officer Compensation

 

  1. Consent Agenda:

    The Chair opened the meeting and introduced the Consent Agenda. The Chair asked if any Board member wished to move an item from the Consent Agenda to the Main Agenda. Ron da Silva moved and Maarten Botterman seconded. The Chair then call for a vote and the Board took the following actions:

    1. Approval of Minutes

      Resolved (2019.06.23.01), the Board approves the minutes of the 3 May 2019 Regular Meeting of the ICANN Board and the 15 May 2019 Special Meeting of the ICANN Board.

    2. Emergency Back-End Registry Operator Program (EBERO) Contracts Approval

      Whereas, in conjunction with the community-designed New gTLD Program, the ICANN org developed the Emergency Back-End Registry Operator (EBERO) program, providing for a temporary transition process for registry operators at risk of failing to sustain any of the five critical registry functions.

      Whereas, in September 2011, ICANN org published its initial Request for Information and the EBERO program has been in operation since September 2013.

      Whereas, ICANN org published a Request for Proposal in October 2018 to identify Emergency Back-end Registry Operators to meet the updated needs of the EBERO program.

      Whereas, the ICANN org evaluated the Request for Proposal and determined a short-list of bidders have demonstrated its capability to support the EBERO program.

      Whereas, the Board Finance Committee considered the costs of the proposed EBERO program contracts and recommended Board approval.

      Resolved (2019.06.23.02), the Board authorizes the President and CEO, or his designee(s), to enter into, and make disbursements in furtherance of, multiple contracts for terms of at least 60 months with total costs not to exceed [REDACTED FOR NEGOTIATION PURPOSES].

      Resolved (2019.06.23.03), specific items within this resolution shall remain confidential for negotiation purposes pursuant to Article 3, Sections 3.5(b) and (d) of the ICANN Bylaws until the President and CEO determines that the confidential information may be released.

      Rationale for Resolutions 2019.06.23.02 – 2019.06.23.03

      The ICANN Global Domains Division understands that since the original Request for Information in 2011, the industry has significantly matured and there is a need to better align existing registry operator requirements to an EBERO provider as well as gain efficiencies in the process, while offering geographic diversity. ICANN org issued a request for proposal on 17 October 2018 to identify one or more providers capable to service the EBERO program. ICANN org intended to find providers in regions where the largest number of gTLD registries are currently based — the Asia Pacific, European, and North American regions.

      As a result, ICANN org identified several bidders that have a clear understanding of the work involved, and the capability and infrastructure to perform at the appropriate service levels. In addition, these providers understand the current industry and ICANN's multistakeholder model.

      Taking this step towards contracting is in fulfilment of ICANN's mission and in the public interest to ensure that ICANN org is utilizing the right third-party providers, and to ensure that it is maximizing available resources in a cost-efficient and effective manner. This action will benefit ICANN's mission to ensure the security, stability and resiliency of the domain name system.

      This action will have a fiscal impact on the organization as each EBERO results in an additional fixed cost. The EBEROs provide ICANN org greater geographic diversity of available service providers while achieving a more competitive pricing model. Currently, ICANN pays [REDACTED FOR NEGOTIATION PURPOSES] for three EBERO providers over five years. The selection of providers through the RFP process will result in a savings of approximately 30%, while also achieving an increased level of technical support for the EBERO program.

      This is an Organizational Administrative Function for which no public comment was necessary.

    3. Consideration of SSAC Advisory Regarding Access to Domain Name Registration Data (SAC101)

      Whereas, the Security and Stability Advisory Committee (SSAC) published SAC101 on 14 June 2018.

      Whereas, the SSAC published SAC101 version 2 on 12 December 2018 to "reflect evolving circumstances related to ICANN's Temporary Specification for gTLD Registration Data, and the ongoing Expedited Policy Development Process (EPDP) on the Temporary Specification for gTLD Registration Data."

      Whereas, the Security and Stability Advisory Committee (SSAC) stated in the Preface of SAC101 version 2 that "Version 1 of SAC101 has been retired and version 2 is authoritative."

      Whereas, the ICANN org has evaluated the feasibility of the SSAC's advice in SAC101 version 2 and developed implementation recommendations for each advice item.

      Whereas, the Board has considered in SAC101 version 2 and the ICANN org's implementation recommendations relating to this advice.

      Resolved (2019.06.23.04), the Board accepts advice item one in SAC101 version 2 relating to creation and execution of a plan to accomplish four objectives identified in the advice, and directs the ICANN President and CEO, or his designee(s), to create a plan that reports on ICANN org's and the community's progress toward the four objectives identified in the advice.

      Resolved (2019.06.23.05), the Board accepts advice item 2B in SAC101 version 2 relating to clarifying expectations for the use of rate-limiting under existing policy and agreements, and directs the ICANN President and CEO, or his designee(s), to work with the community to clarify existing contractual obligations relating to rate limits.

      Resolved (2019.06.23.06), the Board notes advice items 2A and three through seven in SAC101 version 2 and refers them to the GNSO Council for consideration for inclusion in the EPDP Phase 2 work.

      Rationale for Resolutions 2019.06.23.04 – 2019.06.23.06

      The Board is taking this action today as part of its commitment to consider advice arising out of ICANN's advisory committees. Consideration of SAC101 version 2 is appropriate at this time as many of the advice items raised are appropriate for consideration within the GNSO's ongoing EPDP Phase 2.

      Some of the specific considerations guiding the Board's decision are described below.

      Advice item one suggests that the ICANN Board oversee the creation and execution of a plan that accomplishes four tasks:

      1. Domain registration data policy that includes purposes for the collection and publication of registration data.
      2. Migration from WHOIS to RDAP.
      3. Remaining thin registries to move to thick as per the Thick WHOIS consensus policy.
      4. Creation of an accredited RDDS access program, with ICANN org ensuring the creation, support and oversight of the technical access mechanism.

      The advice also suggests that the creation and execution of the plan is a priority for the Board, org, and community.

      The Board accepts advice item one on the basis that a plan to track and report on the community's and ICANN org's progress toward the objectives listed in the advice would benefit the work of the community. In accepting advice item one, the Board notes that:

      1. In relation to the Thick Whois policy, on 14 March 2019, the Board passed a resolution to defer contractual compliance enforcement. Due to this action, ICANN Contractual Compliance defers enforcing the following milestones until the dates listed below:
        1. By 30 November 2019: The registry operator must begin accepting Thick Whois data from registrars for existing registrations in .COM, .NET, and .JOBS.
        2. By 31 May 2020: All registrars must send Thick Whois data to the registry operator for all new registrations in .COM, .NET, and .JOBS.
        3. By 30 November 2020: All registrars are required to complete the transition to Thick Whois data for all registrations in .COM, .NET, and .JOBS.

      Additionally, in adopting the GNSO Council Policy Recommendations for a new Consensus Policy on gTLD Registration Data on 15 May 2019 (see Resolution 2019.05.15.09) the Board directed ICANN org to work with the Implementation Review Team to examine and transparently report on the extent to which the Recommendations will require modification of existing Consensus Policies. The Board said that, "[w]here modification of existing Consensus Policies is required, we call upon the GNSO Council to promptly initiate a PDP to review and recommend required changes to Consensus Policies."

      In accepting advice item one, the Board further notes that the creation of an "accredited RDDS access program," is a topic under discussion in the EPDP Phase 2. The Board cannot dictate outcomes of PDPs. Once the EPDP delivers its final Phase 2 report, the Board will consider the policy recommendations.

      Advice item 2B suggests that the Board direct ICANN org to work with the community to "clarify current expectations for the use of rate limiting under existing policy and agreements." In accepting advice item 2B, the Board notes that the community should be involved in the discussion to clarify existing contractual obligations relating to rate limits.

      Advice item 2A suggests that the Board direct ICANN org to work with the community to "develop policy with clearly defined uniform purposes for RDDS rate-limiting and corresponding service level agreement requirements." As policy is developed by the community and this topic is in the work plan for the EPDP Phase 2, the Board notes this advice and refers to the GNSO Council as the manager of PDPs. In taking this action, the Board also notes that in the Annex to the Temporary Specification for gTLD Registration Data, the Board asked that the topic of rate limit be discussed and resolved by the community as quickly as possible.

      Advice item three suggests that the "Board and EPDP policy-makers should ensure that security practitioners and law enforcement authorities have access to domain name contact data, via RDDS, to the full extent allowed by applicable law." As this is a policy matter and the topic is in the work plan for the EPDP Phase 2, the Board notes this advice and refers to the GNSO Council as the manager of PDPs.

      Advice item four suggests that "initiation of charges for RDS access, or any significant future changes in fees for RDDS access, must include a formal assessment of user impacts and the security and stability impacts, and be conducted as part of a formal Policy Development Process (PDP)." As this is a policy matter and the topic is in the work plan for the EPDP Phase 2, the Board notes this advice and refers to the GNSO Council as the manager of PDPs.

      Advice item five reiterates Recommendation 2 from SAC061 and suggests that "The ICANN Board should ensure that a formal security risk assessment of the registration data policy be conducted as an input into the Policy Development Process. A separate security risk assessment should also be conducted regarding the implementation of the policy." The advice further suggests that "These assessments should be incorporated in PDP plans at the GNSO." As the advice suggests that the assessments be incorporated into PDP plans and the GNSO is the manager of PDPs, the Board notes and refers this advice to the GNSO Council.

      Advice item six suggests that the "ICANN Board should direct the ICANN Organization to work to ensure that all methods of access to RDDS data provide an equivalent response to the same query." As this is a policy matter and the topic is in the work plan for the EPDP Phase 2, the Board notes this advice and refers to the GNSO Council as the manager of PDPs.

      Advice item seven suggests that the "ICANN Board should direct the ICANN Organization to work to ensure that RDDS access is provided in a measurable and enforceable framework, which can be understood by all parties." As this is a policy matter and the topic is in the work plan for the EPDP Phase 2, the Board notes this advice and refers to the GNSO Council as the manager of PDPs.

      In considering these advice items, the Board reviewed the following materials:

      The Board's acceptance of these advice items serve the public interest and is in furtherance of ICANN's mission as it improves the security and stability of the DNS. Implementation of these advice items can be accomplished within ICANN org's existing operating plan and budget.

      This is an Organizational Administrative Function Action for which no public comment was necessary.

    4. Contract Renewal and Disbursement for Access & Identity Management Software

      Whereas, ICANN uses Okta for external and internal identity management, access management and single sign-on solution.

      Whereas, the current contract terms with Okta Identity Management (Okta Inc.), are not consistent with current and actual usage of the Okta solution previously anticipated.

      Whereas, the ICANN organization and the Board Finance Committee has recommended that the Board authorize ICANN's President and CEO, or his designee(s), to take all steps necessary to contract with Okta Inc. for the Okta solution for a period of five-years, including replacing the remainder of the current year of the existing contract, and make all required expense disbursements pursuant to that contract, in an amount not to exceed [REDACTED FOR NEGOTIATION PURPOSES] over the five-year period.

      Resolved (2019.06.23.07), the Board authorizes the President and CEO, or his designee(s), to take all steps necessary to contract with Okta Inc. for the Okta solution for a period of five-years, including replacing the remainder of the current year of the existing contract, and make all required expense disbursements pursuant to that contract, in an amount not to exceed [REDACTED FOR NEGOTIATION PURPOSES] over the five-year period.

      Resolved (2019.06.23.08), specific items within this resolution shall remain confidential for negotiation purposes pursuant to Article 3, section 3.5(b) of the ICANN Bylaws until the President and CEO determines that the confidential information may be released.

      Rationale for Resolutions 2019.06.23.07 – 2019.06.23.08

      ICANN organization uses Okta Identity Management (Okta Inc.), an identity and access management company, to obtain a solution for both internal and external user identification, access management and single sign-on. In addition to the name of the company, the name of the solution is also Okta.

      In January 2016, a three-year contract was negotiated with Okta Inc. This contract included estimates of number of user logins and annual growth. Initial estimates were based on a roadmap, accompanied by a set of assumptions including a certain pattern of usage and certain growth-factors impacting user-connect request. Subsequently, project roadmaps have been revised. Actual user-connect requests are lower and usage-pattern is different than compared with forecasts made in 2015 as reflected in the 2016 contract.

      In re-evaluating the existing contract, the ICANN Engineering & IT team, in conjunction with ICANN's Procurement team, reviewed options to keep or replace the Okta solution. After concluding that continuing with Okta is best for ICANN, particularly since Okta is the recognized world-leader in their field, ICANN org has been in negotiations with Okta Inc. to ensure that future licensing for the Okta solution reflects likely actual usage.

      After extensive negotiation, ICANN org received a proposal from Okta. The proposal includes ICANN org paying the existing contract pro rata for the period that has passed, and signing a new five-year contract at a much lower rate than before.

      Specifically, the terms of the newly proposed contract calls for ICANN org to pay [REDACTED FOR NEGOTIATION PURPOSES] on the existing contract and [REDACTED FOR NEGOTIATION PURPOSES] for the first year of the new contract through the end June 2020. The remaining four years of the contract, through 2024, would also be at a rate of [REDACTED FOR NEGOTIATION PURPOSES] per year. The new proposed terms would allow ICANN org to recognize a savings of [REDACTED FOR NEGOTIATION PURPOSES] in the current fiscal year, and substantial savings in the next five years, as compared with the current contract.

      To be sure that ICANN was being quoted a reasonable set of terms, information was compared with other tools which serve a similar purpose. Costs being quoted by Okta Inc. are in-line with other comparable offerings. Further, the organization explained that switching tools would also come with a one-time switching cost of around $150,000, as well as considerable resources and effort. Such a switch would also adversely affect timelines of on-going projects, without any visible benefits to ICANN.

      After evaluation of the options, the organization and the Board Finance Committee (BFC) recommended that a continued contract with Okta Inc. best supports ICANN's current and anticipated needs over the next five years. The Board agrees.

      This action is clearly with ICANN's mission as the solution at issue assists both external and internal stakeholders to access ICANN's systems and information, and it is in the public interest to decrease expenses if feasible and practicable.

      Taking this decision will have a financial impact, and the required funds to cover licensing are accounted for in the FY20 budget. Similar funding will also be accounted for in the budgets for FY21 through FY24.

      This action should have no negative impact on the domain name system.

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

    5. Thank You to Local Host of ICANN 65 Meeting

      The Board wishes to extend its thanks to The Ministry of Foreign Affairs and International Cooperation, The Ministry of Industry, Trade and Investment and the Digital Economy and our host, Mr. Az-El-Arabbe Hassibi, Director General of ANRT and his team for their great support.

    6. Thank You to Sponsors of ICANN 65 Meeting

      The Board wishes to thank the following sponsor: Neustar.

    7. Thank You to Interpreters, Staff, Event and Hotel Teams of ICANN 65 Meeting

      The Board expresses its deepest appreciation to the scribes, interpreters, audiovisual team, technical teams, and the entire ICANN organization staff for their efforts in facilitating the smooth operation of the meeting. The Board would also like to thank the management and staff of Palmeraie Conference Center Marrakech for providing a wonderful facility to hold this event. Special thanks are extended to Palmeraie Conference Center team, Hamza Bouza, Loubna El Mekkaoui, Mona El Ourf, Salima Lakhlifi, Nezha Alaalaoui, Mohammed Matiri, Hamza El Aidi, Meriem Setad and Bart Van Campen, Manager of ASP Group.

    All members of the Board approved Resolutions 2019.06.23.01, 2019.06.23.02, 2019.06.23.03, 2019.06.23.04, 2019.06.23.05, 2019.06.23.06, 2019.06.23.07, and 2019.06.23.08 by acclamation. The Resolutions carried.

  2. Main Agenda:

    The Chair introduced the Main Agenda and called upon the Board shepherd for each resolution to introduce the resolution and answer questions related to the resolution.

    1. Adoption of ICANN Strategic Plan for Fiscal Years 2021 – 2025

      Maarten Botterman introduced the agenda item. The ICANN Five Year Strategic Plan for Fiscal Years 2021-2025 is a fundamental part of ICANN governance and mandated by the ICANN Bylaws. It is a core element of a three-year full planning process that will be followed with development of a five-year operating and financial plan. The Plan has developed in close collaboration between ICANN Community, the Org and Board. The Strategic Plan sets out the direction for the desired future.

      Following a reading of the resolved clauses into the record by Maarten, the Chair thanked the community, the Board, and ICANN organization for their hard work on the development of the Strategic Plan.  The Chair further stated that, although the Board is approving the Strategic Plan now, it will allow for changes later on once the financial and operating plan, is developed to see if the plan is affordable. If any issues arise that impact the feasibility of the implementation of this Strategic Plan, the Board will direct further action at that time.

      Matthew Shears moved and Lito Ibarra seconded. The Chair then called for a vote and the Board took the following action:

      Whereas, under the ICANN Bylaws Section 22.5(b), ICANN is obligated to develop a Five-Year Strategic Plan for the Fiscal Years 2021-2025, as the first Strategic Plan developed after the IANA Stewardship Transition.

      Whereas, following community, Board, and ICANN organization inputs received between November 2017 and June 2018 on key trends anticipated to impact ICANN in the coming years, the Board conducted an analysis and found significant similarities across all the trend sessions, that naturally converged into five primary focus areas: security; governance; unique identifier systems; geopolitics; and financials.

      Whereas, these trends were shared with the community leading into and during ICANN63 in Barcelona. Coming out of ICANN63 and following dialogue with and additional input from the community, the Board developed a draft of ICANN's strategic plan for fiscal years 2021-2025, to present for community consultation. This document included ICANN's mission, a vision of the future state of ICANN, and a set of strategic objectives and goals, along with desired outcomes and associated risks.

      Whereas, a Draft Strategic Plan for Fiscal Years 2021-2025 was posted for public comment in accordance with the Bylaws on 20 December 2018.

      Whereas, members of the ICANN Board and ICANN org held two public sessions at ICANN63 and ICANN64 with community members, to collectively establish the priorities and strategic direction of ICANN for fiscal years 2021-2025, and to ensure that the comments received were adequately understood and appropriately considered.

      Whereas, the public comments received were considered to determine required revisions to the Draft Strategic Plan for Fiscal Years 2021-2025.

      Whereas, in addition to the public comment process, ICANN org actively solicited community feedback and consultation with the ICANN Community by other means, including strategic outlook trend identification sessions with multiple stakeholder groups at ICANN61 and ICANN62, a webinar, blog posts, and regular updates on progress made towards the development of the next five-year strategic plan on its strategic planning web page.

      Whereas, the Board formed a caucus group to lead the efforts towards the development of ICANN's next strategic plan, with the support of ICANN org. The Board Caucus Group on Strategic Planning played a central role in reviewing and analyzing the results of the trend work and their related opportunities, risks, and impacts on ICANN, and in articulating these into new strategic objectives and goals, and readying the plan for full-Board consideration.

      Whereas, at each of its recent regularly scheduled workshops, the Board has discussed, and guided the Caucus Group and ICANN org on the development of this Strategic Plan for Fiscal Years 2021-2025.

      Resolved (2019.06.23.09), the Board adopts the ICANN Strategic Plan for Fiscal Years 2021–2025.

      Resolved (2019.06.23.10), the affordability of this Strategic Plan will be considered as part of the Five-Year Operating and Financial Plan currently under development. If any issues arise that impact the feasibility of the implementation of this Strategic Plan, the Board will direct further action at that time.

      Resolved (2019.06.23.11), the Board directs that as part of the on-going annual planning cycle with the community, new trends or shifts in existing trends must be factored into the annual iteration of ICANN's plans as appropriate. To the extent that these reviews point to a need to significantly modify any of the Strategic Objectives within the FY21-25 Strategic Plan, the Board will direct the appropriate processes and actions at that time.

      All members of the Board present voted in favor of Resolutions 2019.06.23.09, 2019.06.23.10, and 2019.06.23.11. The Resolutions carried.

      Rationale for Resolutions 2019.06.23.09 – 2019.06.23.11

      In accordance with Section 22.5 (b) of the ICANN Bylaws, the Board is to adopt a five-year strategic plan prior to the commencement of each five fiscal year period, with the first such period covering fiscal years 2021 through 2025 and publish it on the ICANN website. On 20 December 2018, a draft ICANN Strategic Plan for fiscal years 2021–2025 was posted for public comment.

      The strategic plan that is being submitted to the Board for adoption is the result of a phased approach, which included four steps: trends identification, trend analysis, drafting of the strategic plan, and finalization of the strategic plan.

      The strategic planning process was designed to ensure continuous participation of the ICANN community throughout the development of the plan. This included running strategic outlook trend identification sessions with stakeholder groups, information sharing via webinars, public sessions at ICANN meetings, and public comment opportunities to provide input on the development of the strategic plan.

      Between November 2017 and June 2018, ICANN organization conducted 14 departmental and regional hub trend identification workshops within the organization and facilitated 11 sessions with the community and the Board, collecting more than 1,000 trend data inputs.

      Between April 2018 and September 2018, the Board, and its caucus group tasked with overseeing the strategic planning process, reviewed and analyzed the results of the trend work and their related opportunities, risks, and impacts on ICANN, with the support of ICANN organization.

      Between September 2018 and March 2019, in addition to the public comment period, ICANN actively solicited community feedback and consultation with ICANN Supporting Organizations, Advisory Committees, and other stakeholder groups on multiple occasions:

      • On 9 October 2018, a webinar was held, providing an overview of the strategic planning process, and presenting findings from the strategic outlook trend sessions and the subsequent analysis by the Board and ICANN org.
      • At ICANN63, during a high-interest public session in Barcelona, members of the Board and org engaged in discussions with the community on approaches to addressing strategic issues and areas for prioritization in the development of ICANN's next 5-year strategic plan.
      • At ICANN64, in Kobe, the community, the organization and the ICANN Board held another high interest open session on strategic planning, to ensure that the comments received were adequately understood and appropriately considered.

      Between March and May 2019, all comments received in all manners were considered in finalizing the ICANN Strategic Plan for fiscal years 2021-2025. Where feasible and appropriate these inputs were incorporated into the ICANN Strategic Plan for fiscal years 2021-2025 proposed for adoption. Details of how each comment received was considered in the revised draft plan were posted on ICANN.org website.

      The ICANN Strategic Plan for Fiscal Years 2021-2025 is a fundamental part of ICANN's governance, mandated by the organization's Bylaws. The ICANN Five-Year Strategic Plan is a core element of ICANN's threefold planning process cycle, along with a five-year operating and financial plan, and the annual operating plan and budget. The Strategic Plan sets a direction towards a desired future ("the vision") and lays out the critical outcomes and specific accomplishments identified as necessary to successfully serve ICANN's mission and fulfil the vision.

      Fulfilment of the Strategic Plan will require significant resources and commitment from the ICANN Board, org and Community. Each part of the ICANN ecosystem has a valuable and important role in furthering the implementation of the Strategic Plan in their work across ICANN over the next five years. This collective vision, developed with significant community inputs will require collective effort to achieve.

      This decision will have a fiscal impact on ICANN and the Community as is intended. This should have a positive impact on the security, stability and resiliency of the domain name system (DNS) with respect to any funding that is dedicated to those aspects of the DNS.

      This resolution serves ICANN's mission in ensuring a secure and stable operation of the Internet's unique identifier systems. The ICANN Strategic Plan for Fiscal Years 2021-2025 builds upon ICANN's mission so that it may continue to effectively fulfil its aims and meet new and continuously evolving challenges and opportunities.

      This resolution is in the public interest as the Strategic Plan will guide ICANN's activities and inform ICANN's operating plans and budgets to fulfil its mission in fiscal years 2021-2025. The Strategic Plan serves the public interest by articulating the path towards a new vision to be a champion of the single, open, and globally interoperable Internet. The Strategic Plan complies with ICANN's commitments and is guided by ICANN's core values.

      This is an Organizational Administrative Function that has already been subject to public comment as noted above.

    2. Transfer of the .BJ (Benin) top-level domain

      The Vice Chair introduced the agenda item. The Vice Chair noted that this review by the Board is not intended to approve or disapprove the requested transfer; rather, it is intended to ensure that the proper procedures were followed in evaluating the transfer application.

      Following a reading of the resolved clause into the record, the Chair then called for a vote and the Board took the following actions:

      Resolved (2019.06.23.12), as part of the exercise of its responsibilities under the IANA Naming Function Contract with ICANN, IANA has reviewed and evaluated the request to transfer the .BJ country-code top-level domain to Autorité de Régulation des Communications Electroniques et de la Poste du Bénin (ARCEP BENIN). The documentation demonstrates that the proper procedures were followed in evaluating the request.

      All members of the Board present voted in favor of Resolution 2019.06.23.12. The Resolution carried.

      Rationale for Resolution 2019.06.23.12

      Why the Board is addressing the issue now?

      In accordance with the IANA Naming Function Contract, IANA has evaluated a request for ccTLD transfer and is presenting its report to the Board for review. This review by the Board is intended to ensure that the proper procedures were followed.

      What is the proposal being considered?

      The proposal is to approve a request to transfer the country-code top-level domain .BJ and assign the role of manager to Autorité de Régulation des Communications Electroniques et de la Poste du Bénin (ARCEP BENIN).

      Which stakeholders or others were consulted?

      In the course of evaluating this transfer application, PTI consulted with the applicant and other significantly interested parties. As part of the application process, the applicant needs to describe consultations that were performed within the country concerning the ccTLD, and their applicability to their local Internet community.

      What concerns or issues were raised by the community?

      PTI is not aware of any significant issues or concerns raised by the community in relation to this request.

      What significant materials did the Board review?

      The Board reviewed the following evaluations:

      • The domain is eligible for transfer, as the string under consideration represents Benin in the ISO 3166-1 standard;

      • The relevant government has been consulted and does not object;

      • The proposed manager and its contacts agree to their responsibilities for managing this domain;

      • The proposal has demonstrated appropriate significantly interested parties' consultation and support;

      • The proposal does not contravene any known laws or regulations;

      • The proposal ensures the domain is managed locally in the country, and are bound under local law;

      • The proposed manager has confirmed they will manage the domain in a fair and equitable manner;

      • The proposed manager has demonstrated appropriate operational and technical skills and plans to operate the domain;

      • The proposed technical configuration meets the technical conformance requirements;

      • No specific risks or concerns relating to Internet stability have been identified; and

      • Staff have provided a recommendation that this request be implemented based on the factors considered.

      These evaluations are responsive to the appropriate criteria and policy frameworks, such as "Domain Name System Structure and Delegation" (RFC 1591) and "GAC Principles and Guidelines for the Delegation and Administration of Country Code Top Level Domains".

      As part of the process, Delegation and Transfer reports are posted at http://www.iana.org/reports.

      What factors the Board found to be significant?

      The Board did not identify any specific factors of concern with this request.

      Are there positive or negative community impacts?

      The timely approval of country-code domain name managers that meet the various public interest criteria is positive toward ICANN's overall mission, the local communities to which country-code top-level domains are designated to serve, and responsive to obligations under the IANA Naming Function Contract.

      Are there financial impacts or ramifications on ICANN (strategic plan, operating plan, budget); the community; and/or the public?

      The administration of country-code delegations in the DNS root zone is part of the IANA functions, and the delegation action should not cause any significant variance on pre-planned expenditure. It is not the role of ICANN to assess the financial impact of the internal operations of country-code top-level domains within a country.

      Are there any security, stability or resiliency issues relating to the DNS?

      ICANN does not believe this request poses any notable risks to security, stability or resiliency.

      This is an Organizational Administrative Function not requiring public comment.

    3. Adoption of Operating Standards to provide guidance on conducting Specific Reviews, as mandated by the ICANN Bylaws, Article 4, Section 4.6

      Avri Doria, the Chair of the Organizational Effectiveness Committee (OEC), introduced the agenda item. Avri remarked that has been in the works for a long time. The first draft came out in October of 2017. These guidelines, which are required to make the specific reviews operationally consistent, have been reviewed many times, have been discussed at many of the ICANN meetings over the years, and, in fact, have been used by some of the reviews as guidelines for their work. Avri then read the resolved clauses into the record.

      Maarten Botterman asked whether the standards became the guidelines for ongoing reviews or just new reviews. Avri stated that currently ongoing reviews are using the standards as guidelines.

      The Chair then called for a vote and the Board took the following action:

      Whereas, the ICANN organization (ICANN org), in consultation with the ICANN community, developed the Operating Standards to provide guidance on conducting Specific Reviews, as mandated by the ICANN Bylaws, Article 4, Section 4.6.

      Whereas, the ICANN org published a first draft of the Operating Standards for public comment in October 2017 and an updated draft for public comment in December 2018. The ICANN Community provided input to the development of the Operating Standards via two public comment proceedings, via public sessions at ICANN57, ICANN58, ICANN60, ICANN63 and ICANN64, and via webinars in February 2017, October 2017, and October 2018.

      Whereas, the ICANN org incorporated feedback from the ICANN Community as given in the public comments, public sessions and webinars on the Operating Standards, as well as community input provided in the public comments on Long-Term Options to Adjust the Timeline for Specific Reviews. ICANN org also incorporated best practices from recent and ongoing Specific Reviews.

      Whereas, the Operating Standards address the required items detailed in the Bylaws (see Section 4.6 (a) (i)) pertaining to: candidate nomination, review team selection, size of the review team, conflict of interest policies, decision-making procedure, solicitation of independent experts, and review team access to confidential documentation subject to the Confidential Disclosure Framework.

      Whereas, the Board's Organizational Effectiveness Committee received substantive and procedural briefings from ICANN org throughout the development of the Operating Standards.

      Resolved (2019.06.23.13), the Board adopts the Operating Standards for Specific Reviews, developed for the conduct of reviews under Bylaws Section 4.6.

      Resolved (2019.06.23.14), the Board confirms that the Operating Standards adhere to the Bylaws requirements and directs ICANN org to publish the Operating Standards on the ICANN web site. Operating Standards shall be updated as needed and in accordance with Section 6 of the Operating Standards, to assure the document continues to meet the needs of the ICANN community, the ICANN Board, and the ICANN org by supporting the effective and efficient conduct of current and future Specific Reviews.

      All members of the Board present voted in favor of Resolutions 2019.06.23.13 and 2019.06.23.14. The Resolutions carried.

      Rationale for Resolutions 2019.06.23.13 – 2019.06.23.14

      What is the proposal being considered?

      The proposal being considered is for the Board to adopt the Operating Standards for Specific Review, as mandated by the Bylaws Section 4.6.

      Why is the Board addressing the issue?

      Specific Reviews are an integral part of ICANN's accountability measures that derive from Article 4, Section 4.6 of ICANN's Bylaws. Four such reviews are specified in the Bylaws: Accountability and Transparency Review; Security, Stability, and Resiliency Review; Competition, Consumer Trust and Consumer Choice Review; and Registration Directory Service Review.

      Section 4.6 of the Bylaws calls for the development of Operating Standards to support the work of these reviews that are conducted by the ICANN community, facilitated by ICANN org, and overseen by the ICANN Board. Specifically, section 4.6 requires that the Operating Standards should adhere to guidelines regarding candidate nomination, review team selection, size of the review team, conflict of interest policies, decision-making procedure, solicitation of independent experts, and review team access to confidential documentation subject to the Confidential Disclosure Framework. The Operating Standards address all of these issues and conform with the Bylaws. Adherence to the Operating Standards will result in Specific Reviews being conducted in a transparent, consistent, efficient, and predictable manner, while supporting the community's work to derive the expected benefit and value from review processes.

      Input from the ICANN Community

      ICANN org has facilitated the development of these Operating Standards in close consultation with the ICANN community, via two public comment periods, three webinars, and five public sessions during ICANN meetings:

      ICANN org first organized a public session during ICANN57 for the community to share input on the development of the Operating Standards with the goal of making Specific Reviews more efficient, consistent and transparent.

      In February 2017 ICANN org conducted a webinar to obtain community support on the process of how to develop the Operating Standards, as well as feedback on some of the key issues that the document will contain, such as the review team selection process.

      Another public session was held during ICANN58 in March 2017 to update the community and obtain additional input into substance and process of drafting the document.

      In October 2017, ICANN org published the first full draft of the Operating Standards for public comment. The release of the document was followed by a webinar to provide an overview of the document and allow for community feedback as well as an extended 'question and answer' session. ICANN org also presented the draft at a public session during ICANN60 in October 2017. Following the 90-day public comment period, ten comments were submitted, including from the GAC, GNSO Council and the ccNSO Council. Commenters provided constructive feedback, supporting some of the proposals and expressing reservations about others, including the proposed scope setting procedure as well as the selection process of review team members by the SO/AC Chairs.

      ICANN org held a session at ICANN63 in October 2018, during which the discussion focused on some components of the Operating Standards: scope setting, review team selection, and decision-making procedures for ICANN's specific reviews. In the run-up to the next iteration of the Operating Standards, ICANN org conducted another webinar, to highlight proposed updates to the draft Operating Standards in several key areas and provided a proposed timeline for their adoption.

      In December 2018, ICANN org published an updated draft of the Operating Standards for public comment. During the 65-day public comment period, six comments were received, providing constructive feedback in the form of mostly supportive comments. The six comments contained a combined 48 suggested edits to the draft Operating Standards, and ICANN org was able to incorporate 43 of these; the remaining five were not included because they were either individual suggestions that did not appear to have the support of the wider community or they were not feasible in light of the Bylaws or existing best practices. ICANN org also conducted a final public session during ICANN64 in March 2019, to provide an overview of the public comments and how they will be incorporated into the final document.

      What concerns or issues were raised by the community?

      During the two public comment periods, three webinars, and five sessions during ICANN meetings, the ICANN community raised a number of concerns about specific proposals contained in draft versions of the Operating Standards.

      For example, the first draft of the document proposed a procedure to set the scope for review teams to which many commentators reacted negatively during the public comment. Similarly, the second public comment resulted in comments that proposed more detailed information regarding the roles and responsibilities of review teams and the review team leadership, as well as a more nuanced process for resolving conflicts among review team members. All of these inputs resulted in changes, resulting in a more simplified process for review teams to set their scope, a more detailed section on roles and responsibilities as well as a more detailed conflict resolution procedure. Therefore, the final document reflects community inputs.

      What significant materials did the Board review?

      The ICANN Board reviewed all relevant documents pertaining to the development of the Operating Standards, including draft documents and summaries of public comments. Board members also attended sessions during ICANN meetings and webinars.

      Are there positive or negative community impacts?

      This Board action is expected to have a positive impact on the community as the Operating Standards will support the work of the Specific Review teams and contribute to conduct of transparent, consistent, efficient, and predictable Specific Reviews.

      Are there fiscal impacts or ramifications on ICANN (strategic plan, operating plan, budget); the community; and/or the public?

      This Board action is anticipated to have no adverse fiscal impact. The adherence to Operating Standards is expected to contribute to streamlining the work of the community-led review teams and ICANN org's support and facilitation of their work.

      Are there any security, stability or resiliency issues relating to the DNS?

      This Board action is not expected to have a direct effect on security, stability or resiliency issues relating to the DNS.

      How is this action within ICANN's mission and what is the public interest served in this action?

      The Board's action is consistent with ICANN's commitment pursuant to section 4 of the Bylaws to ensure ICANN's multistakeholder model remains transparent and accountable, as well as with Section 4.6 that calls for the development of Operating Standards through community consultation.

      Is public comment required prior to Board action?

      Draft versions of the Operating Standards were published twice for public comment (October 2017, December 2018); no additional public comment prior to Board action is required.

    4. Acceptance of the Final Report and Feasibility Assessment and of the Initial Implementation Plan for the Second Organizational Review of the Security and Stability Advisory Committee

      Avri introduced the agenda item. Avri provided a background summary of second organizational review of the Security and Stability Advisory Committee (SSAC). The OEC has reviewed and considered the final report produced by the independent examiner that conducted the second organizational review of SSAC, the Feasibility Assessment, and the public comment input; the OEC recommended that the Board accepts both the SSAC Review independent examiner's final report and the SSAC Review Work Party's Feasibility Assessment. The OEC also recommended that the Board instruct the SSAC to convene an implementation work group to develop a detailed implementation plan for the recommendations, as detailed in the Feasibility Assessment, within six (6) months from the adoption of this resolution. The OEC further recommended to the Board that the implementation work group is to oversee the implementation of these recommendations, once the Board has approved said detailed implementation plan, including appropriate implementation costing.

      Following a reading of the resolved clauses into the record, León Sanchez moved the resolution and Becky Burr seconded. The Chair then called for a vote and the Board took the following action:

      Whereas, the second Organizational Review of the SSAC commenced in February 2018, in accordance with the ICANN Bylaws, Article 4, Section 4.4.

      Whereas, the independent examiner that conducted the second SSAC Review produced an assessment report that was published for public consultation on 21 June 2018, a draft final report that was published for public comment on 15 October 2018 and a final report, containing thirty (30) recommendations that was submitted on 17 December 2018.

      Whereas the ICANN Community provided input via public comment on the draft final report.

      Whereas, the SSAC Review Work Party (SSAC RWP), serving as a liaison between the SSAC, the independent examiner and the ICANN Board's Organizational Effectiveness Committee (OEC), analyzed the independent examiner's recommendations for feasibility and usefulness, considered provisional budget implications, and anticipated resources to propose a prioritized implementation timeline in its Feasibility Assessment and Initial Implementation Plan (Feasibility Assessment).

      Whereas, in its Feasibility Assessment, the SSAC RWP supports nineteen (19) issues and their corresponding recommendations; the SSAC RWP supports six (6) issues but not the corresponding recommendations but it provided alternative recommendations instead; the SSAC RWP supports one (1) issue but not the corresponding recommendation and does not provide an alternative recommendation and provides detailed rationale for this; the SSAC RWP does not support four (4) issues and consequently also does not support the corresponding recommendations.

      Whereas, the SSAC approved the Feasibility Assessment on 13 May 2019.

      Whereas, the OEC received briefings from the independent examiner on its final report and the SSAC Review Work Party on its Feasibility Assessment during the OEC meeting on 23 May 2019.

      Whereas, the OEC considered the final report, the Feasibility Assessment, and the public comment input in order to reach a recommendation to the Board for how to proceed with the second SSAC Review. The OEC recommended that the Board accepts both the SSAC Review independent examiner's final report and the SSAC Review Work Party's Feasibility Assessment. The OEC also recommended that the Board instruct the SSAC to convene an implementation work group to develop a detailed implementation plan for the recommendations, as detailed in the Feasibility Assessment, within six (6) months from the adoption of this resolution. The detailed implementation plan shall also contain appropriate implementation costing. The OEC further recommends to the Board that the implementation work group is to oversee the implementation of these recommendations, once the Board has approved said detailed implementation plan, including appropriate implementation costing.

      Resolved (2019.06.23.15), the Board accepts the final report from the independent examiner.

      Resolved (2019.06.23.16), the Board accepts the Feasibility Assessment.

      Resolved (2019.06.23.17), the Board directs the SSAC to convene an SSAC review implementation work group that drafts a detailed implementation plan of the recommendations, as presented in the Feasibility Assessment, including appropriate implementation costing.

      Resolved (2019.06.23.18), the detailed implementation plan shall be submitted to the Board as soon as possible, but no later than six (6) months after the adoption of this resolution. The detailed implementation plan should contain a realistic timeline for the implementation, a definition of desired outcomes, an explanation of how the implementation addresses underlying issues identified in the final report, and a way to measure current state as well as progress toward the desired outcome. The working group shall also work with the ICANN organization to include expected budgetary implications for each of the implementation steps into its detailed implementation plan. The implementation plan shall incorporate a phased approach that allows for easy-to-implement and least costly improvements to be implemented first, with those items with more significant budget implications to be addressed later in the implementation process.

      Resolved (2019.06.23.19), the Board directs the SSAC Review implementation work group to oversee the implementation process, once the Board has accepted the detailed implementation plan. Any budgetary requests resulting from the implementation shall be made in line with the ICANN organization's annual budgeting processes.

      Resolved (2019.06.23.20), the Board directs the SSAC review implementation work group to provide the OEC with implementation reports every six (6) months on progress against the implementation plan, including, but not limited to, progress toward metrics detailed in the implementation plan and use of allocated budget.

      All members of the Board present voted in favor of Resolutions 2019.06.23.15, 2019.06.23.16, 2019.06.23.17, 2019.06.23.18, 2019.06.23.19, and 2019.06.23.20. The Resolutions carried.

      Rationale for Resolutions 2019.06.23.15 – 2019.06.23.20

      Why is the Board addressing the issue?

      To ensure ICANN's multistakeholder model remains transparent and accountable, and to improve its performance, ICANN conducts Organizational Reviews of its Supporting Organizations, Advisory Committees (other than the Governmental Advisory Committee) and the Nominating Committee, as detailed in Article 4, Section 4.4 of its Bylaws. The second SSAC Review commenced in February 2018. The independent examiner conducting the review produced a final report that was published in December 2018. The SSAC Review Work Party, based on its detailed review of the independent examiner's final report, prepared its Feasibility Assessment, approved by the SSAC on 13 May 2019.

      Independent Examination

      Analysis Group Consulting Group, LLC was appointed as the independent examiner for the SSAC Review in February 2018, in accordance with ICANN's procurement process that involved ICANN organization personnel and the Organizational Effectiveness Committee of the Board (OEC), which is responsible for overseeing the organizational review process. During its work, Analysis Group reviewed relevant documentation, conducted 42 interviews with members of the SSAC, the wider ICANN community, the ICANN Board and the ICANN organization, and gathered 52 individual responses to its online survey. In addition, Analysis Group held regular meetings with the SSAC Review Work Party throughout the review, including public meetings at ICANN61,1 ICANN 62 and ICANN63.

      The SSAC Review Work Party provided direct feedback to Analysis Group on an initial draft of the assessment report and an initial draft of the draft final report. Analysis Group considered the feedback and incorporated those elements that it deemed appropriate based on its independent role and professional judgement.

      The draft final report was published for public comment on 15 October 2018, following the standard ICANN process. Analysis Group hosted a community webinar on the draft final report on 22 November 2018.

      Analysis Group submitted its final report on 17 December 2018. The final report included a narrative of underlying issues identified by the independent examiner, and thirty (30) recommendations designed by the independent examiner as proposals to address those issues.

      SSAC Review Work Party

      In its Feasibility Assessment, the SSAC RWP provided a detailed rationale of all its concerns and agreements with the thirty (30) issues in the final report. The SSAC RWP analyzed the independent examiner's recommendations for feasibility and usefulness, considered provisional budget implications, and anticipated resources to propose a prioritized implementation timeline. As a result, the SSAC RWP supports nineteen (19) issues and their corresponding recommendations; the SSAC RWP supports six (6) issues but not the corresponding recommendations but it provided alternative recommendations instead; the SSAC RWP supports one (1) issue but not the corresponding recommendation and does not provide an alternative recommendation, providing detailed rationale for this; the SSAC RWP does not support four (4) issues and consequently also does not support the corresponding recommendations.

      Of the four issues that the SSAC RWP rejected, three (#17, #22, #23) are concerned with the need for additional outreach and/or increased communication within the wider ICANN community. The SSAC RWP rejected these due to the SSAC's narrow remit and the fact that its small membership size – important for its effective functioning – prevents it from increasing its current outreach levels. The fourth issue that was rejected (#13) related to the call for a secure data storage location for SSAC analyses, something, the SSAC RWP explained, that the SSAC has no need for at this moment.

      In cases in which the SSAC RWP proposed alternative recommendations, it adapted the independent examiners recommendations to better suit the SSAC's needs. For example, instead of creating an internship position for a graduate student to assist with research projects (Recommendation #12), the SSAC RWP proposed instead to create a fellowship position to attract more seasoned support and also to rely more often on ICANN technical staff. In other cases, the SSAC RWP rejected the independent examiners suggestion to create a more detailed recruitment plan (Recommendations #21, #24, #25), a concept with which the SSAC RWP is 'uncomfortable'. Instead the SSAC RWP proposes that the "SSAC should develop a formalized process to estimate the non-technical expertise required for anticipated future work and thereby identify any skills gaps in the current membership." And that the "Membership Committee should take non-technical expertise gaps into consideration when assessing new member applications."

      Overall, the SSAC RWP explained its concerns and rationales for not supporting the independent examiner's recommendations; and provided detailed context about their proposed alternative recommendations.

      Input from ICANN Community

      In addition to the responses collected by Analysis Group through interviews and online surveys and through the public consultation on the assessment report, during the public comment on the draft final report, six (6) comments were submitted; two (2) authored by individual contributors, and four (4) by organizations (see summary report of public comment proceeding). Contributors to the public comment proceeding from the ICANN community were supportive of the draft final report, apart from one commentator who argued the review was out of scope. All other contributors particularly welcomed recommendations pertaining to the continuing purpose of the SSAC. For example, the Registry Stakeholder Group (RySG) noted that they "value the SSAC's demonstrated ability and effectiveness in filling the crucial role of providing technical advice to the ICANN Board, and believe that the decisions made by the ICANN Board are generally improved by SSAC's technical input." Contributors also supported recommendations pertaining to the SSAC's advice generation and provision of advice to the ICANN Board, the At-Large (ALAC) commented "that while it appreciates the SSAC prepares advice in a format to better communicate with the Board, the SSAC should also simultaneously attempt to write advice in such a way that the rest of the ICANN community more easily understands them, too". Contributors strongly supported recommendations pertaining to the SSAC's integration with SO/ACs and the ICANN community, where, for example, Business Constituency (BC) noted: "SSAC should focus effort on increasing the interactions with other SO/AC groups". Moreover, while a majority of contributors expressed support for recommendations about SSAC's size, membership, and term length, the Non-Commercial Stakeholder Group (NCSG) maintained "its position that non-leadership member term limits should continue to apply". Finally, no indication of support or rejection was submitted with regards to recommendation pertaining to the SSAC's prior review implementation and continuing efforts for self-improvement.

      OEC and Board Considerations and Actions

      The OEC, as the ICANN Board committee overseeing organizational reviews, reviewed all relevant documents pertaining to the SSAC review in detail. Specifically, it considered the final report and the Feasibility Assessment, the public comment input, and the presentations and input received from the independent examiner and the SSAC Review Work Party, respectively. The OEC recommended that the Board take this action to continue with the SSAC Organizational Review process.

      In taking this action, the Board accepts that the Feasibility Assessment provides an appropriate response to the issues raised by the independent examiner during the review. Implementing the SSAC Review Work Party-proposed improvements will be a significant step in assuring the post-review SSAC is able and capable to fulfil its Bylaws-mandated role and responsibilities.

      In order to confirm that the SSAC proceeds appropriately, the Board is directing the SSAC to convene an implementation work group to provide it with a detailed implementation plan, including a concise overview of the current state for each of the SSAC Review Work Party's implementation proposals, a clearly defined goal of the implementation objectives, appropriate implementation costing, prioritization and resource implications, and a methodology of how to measure implementation progress on an ongoing basis. The Board believes that these metrics will help ensure an accountable and transparent implementation process, leading to meaningful, budget-conscious improvements to further enhance the SSAC's crucial role of advising the ICANN Board on matters relating to the security and integrity of the Internet's naming and address allocation systems.

      The organizational review process is an iterative process and the Board hopes that all parts of the ICANN community will continue to work productively to understand the unique roles and viewpoints that each SO/AC brings to ICANN, to its policy development work and cross-community efforts. The Board looks forward to the outcome of the streamlining of organizational review process, to be completed before the next iteration of reviews, to further improve and refine the organizational review process.

      As part of the OEC consideration of the SSAC's Feasibility Assessment, it came to light that there might be other ways that the ICANN organization could support the SSAC, specifically with regard to the SSAC's interaction with the wider community as well as the issue of providing 'quick looks' on particular issues to the Board. The latter is part of recommendation #7 of the final report and the Feasibility Assessment. The Board notes that that providing adequate ICANN organization support in these cases is an issue that the ICANN organization and President will take on separately and concurrently to the wider SSAC review implementation work. The Board encourages ICANN org and the SSAC to start a conversation about this process in concurrence with, but separate from, the drafting of the detailed implementation plan as outlined in the Board resolution above.

      The Board also noted that the OEC and the SSAC discussed the value of linking strategic priorities of the SSAC to the ICANN Strategic Plan.

      What is the proposal being considered?

      The proposal being considered is for the Board to accept the independent examiner's final report and to accept the SSAC RWP's Feasibility Assessment. The Board is also to direct the SSAC to convene an implementation work group to draft a detailed implementation plan, to oversee the implementation of the recommendations as detailed in the SSAC Review Work Party in its Feasibility Assessment, and to submit every six (6) months a written report to the OEC detailing the implementation progress.

      What significant materials did the Board review?

      The Board has considered the relevant Bylaws provisions, the independent examiner's final report, the SSAC Review Work Party's Feasibility Assessment, and community feedback on the independent examiner's assessment report and draft final report, and took onboard the OEC's considerations when making this decision.

      Are there positive or negative community impacts?

      This Board action is expected to have a positive impact on the community as it supports the continuing process of facilitating periodic review of ICANN's Supporting Organizations and Advisory Committees, as mandated by the Bylaws. Moreover, the implementation of the recommendation will lead to improved transparency, accountability, and effectiveness of the SSAC, in the spirit of continuous improvement.

      Are there fiscal impacts or ramifications on ICANN (strategic plan, operating plan, budget); the community; and/or the public?

      This Board action may have fiscal implications, which will be catalogued in the forthcoming detailed implementation plan, which in itself will be subject to a future Board consideration. The detailed implementation plan shall outline how any budgetary requirements are going to be incorporated into future ICANN budgeting cycles.

      Are there any security, stability or resiliency issues relating to the DNS?

      This Board action is not expected to have a direct effect on security, stability or resiliency issues relating to the DNS.

      How is this action within ICANN's mission and what is the public interest served in this action?

      The Board's action is consistent with ICANN's commitment pursuant to section 4 of the Bylaws to ensure ICANN's multistakeholder model remains transparent and accountable, and to improve the performance of its supporting organizations and advisory committees.

      This action will serve the public interest by fulfilling ICANN's commitment to maintaining and improving its accountability and transparency.

      Is public comment required prior to Board action?

      The independent examiner's draft final report was published for public comment. No additional public comment prior to Board action is required.

    5. GNSO Registrar Stakeholder Group Charter Amendments

      Avri Doria introduced the agenda item and read the resolved clause into the record. Avri noted that the Registrar Stakeholder Group, ICANN org, and the OEC have completed all the steps that are identified in this Process for Amending GNSO Stakeholder Group and Constituency Charters, and the OEC is recommending that it is appropriate for the Board to consider the proposed changes at this time.

      Khaled Koubaa moved and Tripti Sinha seconded. Khaled thanked Avri and members for the OEC and ICANN org for their hard work on all the reviews and tasks. The Chair then called for a vote and the Board took the following action:

      Whereas, the ICANN Bylaws (Article 11, Section 11.5 c) state, " Each Stakeholder Group identified in Section 11.3(a) and each of its associated Constituencies, where applicable, shall maintain recognition with the ICANN Board";

      Whereas, the Board has established a Process For Amending GNSO Stakeholder Group and Constituency Charters (hereinafter "Process");

      Whereas, the GNSO Registrar Stakeholder Group (RrSG), ICANN org, and the Organizational Effectiveness Committee (OEC) have completed all steps identified in the Process to date, and the OEC has recommended that it is appropriate for the Board to consider the proposed changes at this time.

      Resolved (2019.06.23.21), the ICANN Board approves the Registrar Stakeholder Group Charter Amendments as documented in this paper and attachments. The ICANN President and CEO, or his designee(s), is directed to communicate this resolution with the leadership of the RrSG, and the RrSG and the ICANN President and CEO (or his designee) is directed to provide access to the updated RrSG Charter on the appropriate ICANN and RrSG web pages.

      All members of the Board present voted in favor of Resolution 2019.06.23.21. The Resolution carried.

      Rationale for Resolution 2019.06.23.21

      Why is the Board addressing this issue now?

      The ICANN Bylaws (Article 11, Section 11.5 c) state, " Each Stakeholder Group identified in Section 11.3(a) and each of its associated Constituencies, where applicable, shall maintain recognition with the ICANN Board;" The ICANN Board follows a process through which it formally approves any GNSO Stakeholder Group and/or Constituency Charter amendments in order to support the maintenance of recognition.

      In September 2013, the Board established a Process For Amending GNSO Stakeholder Group and Constituency Charters ("Process") to provide a streamlined methodology for compliance with the Bylaws requirement.

      In June 2018, the Registrar Stakeholder Group (RrSG) of the GNSO approved amendments to its governing documents and availed itself of the Process.

      What are the proposals being considered?

      The Registrar Stakeholder Group (RrSG) has substantially amended its existing Charter document to adjust to an evolving composition of membership and to enable it to more effectively undertake its policy development responsibilities. Among a number of amendments, the most substantial charter changes are in the following areas:

      • Reordered and reformatted document, aligning with other "best-of-breed" charters for the GNSO, including information as per the GNSO Operating Procedures and ICANN Bylaws;
      • Clarified areas of RrSG membership eligibility – particularly the definition of eligible members, voting status vs. non-voting status, and matters regarding non-eligible applicants;
      • Additional membership representatives, outlining different status for Member Representatives, Alternate Member Representatives and Member Participants.
      • Expanded provisions regarding Executive Committee roles, responsibilities, and eligibility and created new Vice Chair position;
      • Added details on GNSO Council Representatives and Nominating Committee Representative, specifically regarding eligibility and responsibilities towards RrSG;
      • Added section on decision-making, clarifying the process for any decision-making scenario in the RrSG, elections and drafting of policy comments/positions;
      • Creation of a new vice chair role, bringing vice chairs to two –V. Chair for Technical Operations, and V. Chair for Policy Coordination;
      • Added chapter on functioning of additional committees within RrSG;
      • Added chapter on communications: RrSG Web Presence, Distribution List and Publication Policies;
      • Added chapters outlining processes for: Membership Meetings, Outreach and Finances;
      • General expansion of governance document to include processes for members to refer to and a definitions section defining terms used within the document.

      What stakeholders or others were consulted?

      In addition to extensive community deliberations within the RrSG, the proposed amendments were subjected to a 50-day Public Comment period (18 December 2018 – 5 February 2019). When the period was completed, ICANN org produced a Summary Report for community and Board OEC review on 7 February 2019. ICANN org also reviewed the document for fiscal and liability issues, pursuant to the charter review process.

      What significant materials did the Board review?

      Board members reviewed the proposed charter amendments, a copy of the red-lined version of the proposed charter amendments following the initial staff review prior to the public comment proceeding, a copy of the Staff Summary Report summarizing community comments, the public comment Issue Tracking Checklist, and supporting documentation from the RrSG Executive Committee and ICANN Org addressing the concerns previously expressed by ICANN Org.

      What factors did the Board find to be significant?

      The GNSO Registrar Stakeholder Group, ICANN Org, and the Organizational Effectiveness Committee completed all steps identified in the Process and publication of the amendments for community review and comment. The OEC has recommended to the Board that it is appropriate for the Board to consider whether the RrSG Charter amendments be approved at this time, despite concerns presented by ICANN Org regarding the updated charter. The rationale for this recommendation stems from the lack of community comments or concerns presented via the public comment process, where ICANN org's concerns were publicly posted, and no comments in disfavor of the proposed amendments were received by the ICANN community.

      Are there Positive or Negative Community Impacts?

      The RrSG has amended its existing Charter document to adjust to an evolving composition of membership and to enable it to more effectively undertake its policy development responsibilities. No concerns were raised by ICANN community members regarding the provisions outlined in the newly drafted RrSG Charter throughout the 50-day public comment proceeding.

      Are there fiscal impacts/ramifications on ICANN (Strategic Plan, Operating Plan, Budget); the community; and/or the public?

      There are no anticipated fiscal impact/ramifications on ICANN or individual community members within the amendments supplied. The amendments supplied align with ICANN's mission and meet the public interest by way of updating the fundamental governance document for one of the ICANN Board-recognized constituency groups.

      Are there any Security, Stability or Resiliency issues relating to the DNS?

      There is no anticipated impact from this decision on the security, stability and resiliency of the domain name system as a result of this decision.

      Is this either a defined policy process within ICANN's Supporting Organizations or ICANN's Organizational Administrative Function decision requiring public comment or not requiring public comment?

      The proposed RrSG Charter amendments were subjected to a 50-day Public Comment period (18 December 2018 – 5 February 2019). No additional public comment prior to Board action is required.

    6. AOB

      No resolutions taken.

  3. Executive Session:

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

    1. President and CEO Second Half of FY19 At-Risk Compensation and Goals for FY20

      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 for the second half of FY19 at-risk compensation component.

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

      Whereas, the Compensation Committee has worked with the President and CEO to develop a set of goals for his FY20 at-risk compensation component.

      Resolved (2019.06.23.22), the Board hereby approves a payment to the President and CEO for his annual at-risk compensation component for the second half of FY19.

      Resolved (2019.06.23.23), the Board hereby approves the President and CEO goals for his FY20 at risk compensation component.

      Resolved (2019.06.23.24), specific items within this resolution shall remain confidential as an "action relating to personnel or employment matters", pursuant to Article 3, sections 3.5(b) and (d) of the ICANN Bylaws.

      Rationale for Resolutions 2019.06.23.22 – 2019.06.23.24

      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 achievements towards his FY19 goals. After reviewing, the Compensation Committee discussed and agreed with the President and CEO'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 second half of FY19. The Board agrees with the Compensation Committee's recommendation.

      The Compensation Committee also discussed a set of goals for the President and CEO for his FY20 at-risk compensation component. The Board has evaluated these goals and agrees that they are appropriate and consistent with ICANN's Strategic and Operating plans.

      Taking this decision is in furtherance of ICANN's Mission and is in the public interest in that it helps ensure that the 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 second 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 Compensation

      Whereas, it is essential to ICANN's operations that ICANN offer competitive compensation packages for its personnel.

      Whereas, independent market data provided by outside expert compensation consultants indicates that current and proposed increases to compensation amounts for the President and CEO, the General Counsel & Secretary, the SVP, Policy Development Support, the SVP & COO, the SVP & CFO, and the SVP, Engineering & CIO are either below or within ICANN's target of the 50th to 75th percentile for total cash compensation based on comparable market data for the respective positions.

      Whereas, the Compensation Committee has recommended that that the Board approve the proposed Board resolutions set out below.

      Whereas, each Board member has confirmed that they are not conflicted with respect to compensation packages for any of ICANN's Officers.

      Resolved (2019.06.23.25), the Board grants the President and CEO discretion to adjust the compensation for FY20, effective 1 July 2019, of: (i) John Jeffrey, General Counsel & Secretary; (ii) David Olive, SVP, Policy Development Support; (iii) Susanna Bennett, the SVP & COO; (iv) Xavier Calvez, the SVP & CFO; and (v) Ashwin Rangan, the SVP Engineering & CIO, in accordance with the independent study on comparable compensation, subject to a limitation that their annual base salaries shall not increase by more than 3% per annum from their current rates.

      Resolved (2019.06.23.26), the Board approves an increase in the President and CEO's base salary for FY20 in the amount of 3% effective 1 July 2019, and grants the General Counsel and Secretary the authority to effectuate any necessary amendments to the President and CEO's Executive Services Agreement in light of this resolution.

      Rationale for Resolutions 2019.06.23.25 – 2019.06.23.26

      The goal of the organization's compensation program is to provide a competitive compensation package.  The organization's general compensation philosophy is to pay base salaries within a range of the 50th – 75th percentile of the market for a particular position.

      Each of the Officers at issue in this resolution resides in the United States, with five residing in the greater Los Angeles area and one in the District of Columbia. As of May 2019, the U.S. inflation rate was reported as 2%, while the Consumer Price Index (CPI), the commonly accepted metric for cost-of-living increases, increased in the greater Los Angeles area by 3.3% and increased in the District of Columbia by 0.7%.

      Compensation survey data2 from the high technology market indicated that the 50th percentile of merit budget for 2019 is 3.0%. ICANN's FY19 (1 July 2018 to 30 June 2019) budget for all ICANN personnel Annual Compensation Merit Review was 2%. Even so, most Officers received only a 1.8% merit increase for FY19. In addition, actual merit and salary increase results data shows that in general, companies and organizations provided a 3% merit increase and overall 3.4%3 salary increase in 2018.

      Based upon the above economic and compensation data, considering the quality performances of the Officers, and all of the activities and initiatives set out in the Five-Year Strategic and Operating plan calling for continued quality senior leadership, it is necessary for the Officers' compensation to be reviewed and aligned with the market.

      ICANN's President and CEO has requested that he be granted the discretion to increase the FY20 base salaries of: (i) the General Counsel & Secretary; (ii) the SVP, Policy Development Support; (iii) the SVP & COO; (iv) the SVP & CFO; and the (v) SVP, Engineering & CIO by up to 3% of their current base salaries. The President and CEO has also informed the Board that he intends to also exercise the same discretion with respect to the other members of ICANN's Executive Team who are not Officers (which does not require Board approval). As set forth in the comparable information provided by ICANN's expert compensation consultants, the requested increases for each of the Officers listed here, fall slightly below or within or the established remuneration practices of the Organization. The Board agrees with the President and CEO's Recommendations.

      Further, the Board has considered increasing the President and CEO's base salary by the same 3% being considered for the rest of the organization's Officers and personnel. Just as for the other Officers, considering the above economic and compensation data, the quality performances of the President and CEO, and all of the activities and initiatives set out in the Five-Year Strategic and Operating plan calling for continued quality senior leadership, it is necessary for the President and CEO's compensation to be reviewed and aligned with the market. As part of this consideration, the Board notes that the President and CEO's base salary has not increased since his tenure at ICANN began in May 2016. This, notwithstanding that pursuant to the President and CEO's Executive Services Agreement, like all other organization personnel, he is entitled to regular reviews of his performance. And, in consideration of the results of these regular reviews, each year the base compensation for all ICANN organization personnel is evaluated to determine if adjustments should be made. The same should be done for the President and CEO, which is what the Board has done for the first time in three years. Even with the 3% increase, the President and CEO's base salary will be below ICANN's target range for compensation. Accordingly, the Board has approved a 3% increase to the President and CEO's base salary, effective 1 July 2019.

      The salary adjustments provided under this resolution will assist these officers and the organization in fulfilling its mission and in ensuring ICANN acts in the public interest.

      There will be some fiscal impact to the organization, but that impact has been anticipated within the FY20 budget. This resolution will not have any direct impact on the security, stability and resiliency of the domain name system.

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

  4. The Chair then called the meeting to a close.

Published on 9 September 2019


1 This was a closed session that was not recorded.

2 Data source: Radford Trends Report Technology Edition- Global Q1 2019

3 The extra .4% is for promotions and other minor adjustments.

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."