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Preliminary Report | Organizational Meeting of the ICANN Board

Formal Minutes are still to be approved by the ICANN Board.

Note: This Preliminary Report has not been approved by the Board and does not constitute minutes. It does set forth the unapproved reporting of the resolutions from that meeting. Details on voting and abstentions will be provided in the Minutes, when approved at a future meeting.

NOTE ON ADDITIONAL INFORMATION INCLUDED WITHIN PRELIMINARY REPORT – ON RATIONALES – Where available, a draft Rationale for each of the Board's actions is presented under the associated Resolution. A draft Rationale is not final until approved with the minutes of the Board meeting.

A public Organizational Meeting of the ICANN Board of Directors was held telephonically on 22 October 2020 at 12:30 UTC.

Maarten Botterman, 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, Ron da Silva, Sarah Deutsch, Avri Doria, Rafael Lito Ibarra, Danko Jevtović, Göran Marby (President and CEO), Akinori Maemura, Mandla Msimang, Ihab Osman, Patricio Poblete, Nigel Roberts, León Sánchez (Vice Chair), Matthew Shears, and Tripti Sinha.

The following Board Liaisons participated in all or part of the meeting: Harald Alvestrand (IETF Liaison), Manal Ismail (GAC Liaison), Merike Käo (SSAC Liaison), and Kaveh Ranjbar (RSSAC Liaison).

Secretary: John Jeffrey (General Counsel and Secretary).

This is a Preliminary Report of the public Organizational Meeting of the ICANN Board of Directors, which was held telephonically on 7 October 2020 at 18:00 UTC.

  1. Main Agenda:
    1. Election of ICANN Board Chair
    2. Election of ICANN Board Vice-Chair
    3. Creation of Board Strategic Planning Committee
    4. Appointment of Membership and Leadership of Board Committees
    5. Confirmation of Officers of ICANN
    6. PTI Member Meeting:

    7. Annual Meeting of the Member
    8. Election of PTI President
    9. Election of PTI Board Members
    10. AOB

 

  1. Main Agenda:

    Maarten Botterman introduced the initial meeting of the new Board and asked for León Sánchez to assume leadership of the meeting for the first item.

    1. Election of ICANN Board Chair

      León Sánchez introduced the agenda item. The Board then took the following action:

      Resolved (2020.10.22.20), Maarten Botterman is elected as Chair of the Board.

      All members of the Board present voted in favor of Resolution 2020.10.22.20. The Resolution carried. Following the vote, the Chair thanked the Board for their support and stated that he is looking forward to fulfilling the duties to the best of his ability.

    2. Election of ICANN Board Vice-Chair

      The Chair introduce the agenda item and called for a vote. The Board then took the following action:

      Resolved (2020.10.22.21), León Sánchez is elected as Vice-Chair of the Board.

      All members of the Board present voted in favor of Resolution 2020.10.22.21. The Resolution carried. Following the vote, León thanked the Board for their support.

    3. Creation of Board Strategic Planning Committee

      Tripti Sinha, Chair of the Board Governance Committee, introduced the agenda item. The proposed Board Strategic Planning Committee (BSPC) will serve as a standing group to coordinate the Board's oversight of strategy on an ongoing basis, and not only as part of a five-year planning cycle. By establishing the SPC, the Board's oversight of strategy will now be formalized and achieve a cadence of activity which will include coordination with ICANN org to streamline processes and identify strategic priorities. The SPC will serve a complementary role to the work of the Board, and it will not subsume any activities or responsibilities of other committees.

      Following discussion, the Chair called for a vote and the Board took the following action:

      Whereas, the ICANN Board consistently looks for opportunities to improve and streamline its work.

      Whereas, the Board has identified that its important role in oversight and development of ICANN strategy will be better served through the creation of a Board committee dedicated to this effort.

      Whereas, the Board Governance Committee recommends the Board to create a Board Strategic Planning Committee to facilitate this strategic planning and prioritization work for the Board. The Board Governance Committee also recommends the Board adopt the Charter for the Board Strategic Planning Committee.

      Resolved (2020.10.22.22), the Board approves the establishment of the Board Strategic Planning Committee. The Board adopts the Charter for the Board Strategic Planning Committee as presented by the Board Governance Committee, and directs the creation of this new committee.

      All members of the Board present voted in favor of Resolution 2020.10.22.22. The Resolution carried.

      Rationale for Resolution 2020.10.22.22

      The Board takes this action today in order to enhance how the Board fulfills its role in oversight of strategy. The creation of the Board Strategic Planning Committee sets a formal home within the Board for coordination of the Board's strategic efforts, including planning, prioritization and monitoring of trends. In the past, the Board has relied upon the use of a Working Group initiated for a specific strategic planning cycle, but this ad hoc effort did not assure that there was consistent and coordinated attention to strategic items amongst the Board. In addition, this effort is well time to coordinate with the ICANN organization's maturing of operations to develop a dedicated planning function.

      The new Board Strategic Planning Committee will serve a complementary role to the work of the Board as a whole, and will not overtake any responsibility that is assigned to another Board committee. The BSPC serves as a standing group to coordinate the Board's oversight of strategy on an ongoing basis, and not only as part of a five-year planning cycle. This includes continued coordination with ICANN org to help streamline processes and identify strategic priorities.

      Oversight of strategy at the Board level is more than just developing the strategic plan and reviewing and analyzing trends, but also making sure the Board and its committees are addressing and working towards the identified strategic priorities. Recently, the Board Governance Committee introduced an effort to encourage all Board committees to identify how and which of the strategic objectives of ICANN are served through that committee's work. The Board Strategic Planning Committee will interact and coordinate with each of the other committees to confirm that the identified strategic priorities remain on workplans alongside the other "day-to-day" work that consumes committee time.

      The Board Strategic Planning Committee will have specific coordination points with the Board Finance Committee (BFC) and Board Risk Committee (BRC), as planning and prioritization cannot occur without consideration of financial impact (within the purview of the BFC), or how the plans and priorities fit in with the Board's assessment and mitigation of strategic risks (within the purview of the BRC). The Charter's specific reference to both of these committees reflects the interdependent nature of the Board's strategic planning and prioritization work and confirms that the Board Strategic Planning Committee in no way takes over those important aspects of Board work.

      Approving the creation of this new committee at this time also allows the Board Governance Committee the opportunity to consider and recommend the Board Strategic Planning Committee's membership alongside the membership of the other Board committees.

      The Board's action today serves both ICANN's mission and the public interest in assuring there is continued attention to ICANN's strategy and strategic priorities at the Board level.

      There is an incremental impact on resources, but no fiscal impact to support this new Committee, and no anticipated impacts on the security, stability or resiliency of the Internet's domain name system as a result of this action.

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

    4. Appointment of Membership and Leadership of Board Committees

      Tripti Sinha introduced the agenda item and read the proposed slate of members to serve on various Board Committees. Following discussion, the Chair called for a vote and the Board then took the following action:

      Resolved (2020.10.22.23), membership and leadership of the following Board Committees is established as follows:

      Audit Committee

      Sarah Deutsch (Chair)
      Avri Doria
      Danko Jevtović
      Merike Käo
      Akinori Maemura
      Mandla Msimang
      Ihab Osman

      Board Accountability Mechanisms Committee

      Nigel Roberts (Chair)
      Becky Burr
      Sarah Deutsch
      Avri Doria
      Patricio Poblete
      Kaveh Ranjbar
      León Sánchez

      Board Governance Committee

      Tripti Sinha (Chair)
      Becky Burr
      Ron da Silva
      Sarah Deutsch
      Ihab Osman
      León Sánchez
      Matthew Shears

      Compensation Committee

      Maarten Botterman (Chair)
      Ron da Silva
      Sarah Deutsch
      León Sánchez
      Tripti Sinha

      Executive Committee

      Maarten Botterman (Chair)
      Göran Marby
      León Sánchez
      Tripti Sinha

      Finance Committee

      Danko Jevtović (Chair)
      Harald Alvestrand
      Becky Burr
      Ron da Silva
      Mandla Msimang
      Ihab Osman
      Tripti Sinha

      Organizational Effectiveness Committee

      Avri Doria (Chair)
      Becky Burr
      Lito Ibarra
      Danko Jevtović
      Patricio Poblete
      Matthew Shears

      Risk Committee

      Lito Ibarra (Chair)
      Harald Alvestrand
      Merike Käo
      Akinori Maemura
      Kaveh Ranjbar
      Nigel Roberts
      Matthew Shears

      Strategic Planning Committee

      Matthew Shears (Chair)
      Becky Burr
      Ron da Silva
      Lito Ibarra
      Ihab Osman
      Nigel Roberts
      León Sánchez
      Tripti Sinha

      Technical Committee

      Akinori Maemura (Chair)
      Harald Alvestrand
      Avri Doria
      Lito Ibarra
      Merike Käo
      Mandla Msimang
      Patricio Poblete
      Kaveh Ranjbar
      Nigel Roberts
      Tripti Sinha

      All members of the Board present voted in favor of Resolution 2020.10.22.23. The Resolution carried.

      Rationale for Resolution 2020.10.22.23

      Article 7, Section 7.2 and Article 14 of the ICANN Bylaws call for the Board to appoint the Board Chair, Board Vice Chair, and chairmanship and membership of each Board Committee, including filling any vacancies which may occur in these positions during the year. The appointment of the Board leadership and Board Committee slates is consistent with ICANN's Mission and is in the public interest as it is important to ensure that the Board and its Committees have the properly skilled expertise to carry forth ICANN's Mission, Commitments and Core Values.

      This decision will have no direct fiscal impact on the organization and no impact on the security, stability or resiliency of the domain name system.

      This is an Organizational Administrative Function that does not require Public Comment.

    5. Confirmation of Officers of ICANN

      The Chair introduced the agenda item and read the proposed slate of Officers of ICANN. Following discussion, the Chair called for a vote and the Board then took the following action:

      Resolved (2020.10.22.24), Göran Marby is elected as President and Chief Executive Officer.

      Resolved (2020.10.22.25), John Jeffrey is elected as General Counsel and Secretary.

      Resolved (2020.10.22.26), Xavier Calvez is elected as Senior Vice President, Planning & Chief Financial Officer.

      Resolved (2020.10.22.27), David Olive is elected as Senior Vice President, Policy Development Support.

      Resolved (2020.10.22.28), Ashwin Rangan is elected as Senior Vice President, Engineering & Chief Information Officer.

      Resolved (2020.10.22.29), Theresa Swinehart is elected as Senior Vice President, Global Domains & Strategy.

      All members of the Board present voted in favor of Resolutions 2020.10.22.24, 2020.10.22.25, 2020.10.22.26, 2020.10.22.27, 2020.10.22.28, and 2020.10.22.29. The Resolutions carried.

      Rationale for Resolutions 2020.10.22.24 – 2020.10.22.29

      Pursuant to Article 15, Section 15.2 of the ICANN Bylaws "[t]he officers of ICANN shall be elected annually by the Board, pursuant to the recommendation of the President or, in the case of the President, of the Chair of the Board. Each such officer shall hold his or her office until he or she resigns, is removed, is otherwise disqualified to serve, or his or her successor is elected."

      The annual appointment of the Officers is consistent with ICANN's Mission and is in the public interest as it is important to ensure that the organization identifies individuals who assume the duty and responsibility for managing the organization and carry forth ICANN's Mission, Commitments and Core Values.

      This decision will have no direct fiscal impact on the organization and no impact on the security, stability or resiliency of the domain name system.

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

    6. PTI Member Meeting:

    7. Annual Meeting of the Member

      The ICANN President and CEO introduced the agenda item, noting that the proposed actions on the agenda relate to annual governance requirements for Public Technical Identifiers. He recognized that the IANA team continues to provide dependable service under Kim Davies' leadership. Despite the many challenges presented by the pandemic, the IANA team met every service level target with every community group with 100% success.

      Following discussion, the Chair called for a vote and the Board took the following action:

      Resolved (2020.10.22.30), the ICANN Board confirms that this meeting is the Annual Meeting of the Member of Public Technical Identifiers ("PTI").

    8. Election of PTI President

      Whereas, pursuant to Section 7.2 of the PTI Bylaws, ICANN as the sole member is required to annually elect a President of PTI.

      Resolved (2020.10.22.31), the ICANN Board, in its role as sole member of PTI, hereby re-elects Kim Davies as the President of PTI.

    9. Election of PTI Board Members

      Whereas, ICANN, in its role as sole member of PTI, has the obligation to elect all members of the PTI Board in accordance with Article 5 of the PTI Bylaws.

      Whereas, the term for Seats 2 and 4 of the PTI Board are up for election.

      Whereas, the Nominating Committee selected James Gannon to serve in Seat 2 of the PTI Board for the term beginning at the end of this meeting of the Member and ending at the end of the annual meeting of the Member in 2023, pursuant to Section 5.5.1.2 of the PTI Bylaws.

      Whereas, ICANN organization recommends that David Conrad, ICANN's Senior Vice President and Chief Technology Officer serve for another term in Seat 4 of the PTI Board, for the term beginning at the end of this meeting of the Member and ending at the end of the annual meeting of the Member in 2023, pursuant to Section 5.5.1.4 of the PTI Bylaws.

      Whereas, Wei Wang's term in Seat 2 of the PTI Board comes to a close at the end of this meeting of the Member.

      Whereas, there are no other changes to the composition of the PTI Board.

      Resolved (2020.10.22.32), ICANN, in its role as sole member of PTI, elects James Gannon to serve in Seat 2 of the PTI Board and re-elects David Conrad to serve in Seat 4 of the PTI Board, with terms ending at the end of the annual meeting of the Member in 2023.

      Resolved (2020.10.22.33), ICANN, in its role as sole member of PTI, thanks Wei Wang for his service to PTI and wishes him well in his future endeavors.

      All members of the Board present voted in favor of Resolutions 2020.10.22.30, 2020.10.22.31, 2020.10.22.32, and 2020.10.22.33, The Resolutions carried. Following the vote, Kim Davies joined the meeting in his role as the President of PTI.

      Rationale for Resolutions 2019.10.22.30 – 2020.10.22.33

      The resolutions taken here today fulfill ICANN's responsibility, as the sole member of PTI, to annually elect the President of PTI and elect Directors to the Board. The regular election of a PTI President and elections of Directors will allow the PTI Board to continue its work.

      The election of the PTI President and Board directors are taken fully in line with the obligations as set forth in the PTI Bylaws, and respectful of the community's recommendations of the proposed composition of the Board.

      These actions confirm ICANN's continued commitment to its Bylaws' obligations surrounding the performance of the IANA Functions that are contracted to PTI. This also directly serves ICANN's mission to ensure the stable and secure operations of the Internet's unique identifiers, and serves the public interest in the continued stable performance of the IANA functions.

      None of the actions taken today are anticipated to have any impact on the security, stability or resiliency of the DNS, though PTI is essential to ICANN's security, stability and resiliency work. There are resource implications in supporting PTI, which are reflected in the PTI, IANA and ICANN Budgets.

      The appointment of the PTI President and the appointment of the PTI Board are Organizational Administrative Functions for which public comments were not necessary.

    10. AOB

      There were no resolutions taken. The Chair expressed his appreciation for moving forward together and welcomed the newest Director, Patricio Poblete, onto the Board. Patricio thanked the Chair for the welcome and everyone who has come forward to help with the onboarding process. Patricio expressed his appreciation to Chris Disspain for all his years of service. The Chair then thanked everyone who made ICANN69 possible. The Chair then called the meeting to a close.

Published on 2 November 2020

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."