Board Activities and Meetings
Preliminary Report | Special Meeting of the ICANN Board 22 October 2011
Formal Minutes are still to be approved by the ICANN Board]
Note: This has not been approved by the Board and does not constitute minutes but does provide a preliminary attempt setting forth the reporting of the resolutions from that meeting. Details on voting and abstentions will be provided in the Board's Minutes, when approved by the board 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 Special Meeting of the ICANN Board of Directors was held on 22 October 2011 in Dakar, Senegal.
Chairman Steve Crocker promptly called the meeting to order.
In addition to the Chair the following Directors participated in all or part of the meeting: Sébastien Bachollet, Rod Beckstrom (CEO and President), Cherine Chalaby, Chris Disspain, Bill Graham, Bertrand de La Chapelle, Erika Mann, Gonzalo Navarro, Ray Plzak, R. Ramaraj, George Sadowsky, Mike Silber, Bruce Tonkin, Katim Touray and Kuo-Wei Wu.
The following Board Liaisons participated in all or part of the meeting: Ram Mohan, SSAC Liaison; and Suzanne Woolf, RSSAC LIaison.
Thomas Roessler, incoming TLG Liaison, and Judith Vazquez, incoming Board member, attended at the Board's invitation.
Heather Dryden, GAC Liaison; Thomas Narten, IETF Liaison; and Reinhard Scholl, TLG Liaison sent apologies.
This is a preliminary report of the approved resolutions resulting from the Special Meeting of the ICANN Board of Directors, which took place 22 October 2011.
- Membership of Board-Governmental Advisory Committee Working Group
- Officer Compensation
- Approval of Ombudsman Objectives
- Approval of CEO Objectives
- Executive Session
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Membership of Board-Governmental Advisory Committee Working Group
The Chair of the Board Governance Committee (BGC) provided a brief update to the Board on the BGC's work to recommend a slate of Board members (including Judith Vazquez as an incoming Director) to serve on a committee to oversee the implementation of the GAC-related ATRT recommendations and further recommendations arising out of the Board-GAC Joint Working Group's Final Report.
The Board then took the following action:
Whereas after review of the public comment on the Final Report of the Board-GAC Joint Working Group (JWG), the Board agreed that the recommendations within the Final Report should be implemented in complement to the GAC-related recommendations from the Accountability and Transparency Review Team (ATRT).
Whereas the Board and the GAC have continued work to do to oversee the implementation the recommendations in the Final Report and the GAC-related recommendations from ATRT.
Whereas the JWG was previously tasked with the oversight of the GAC-related recommendations from the ATRT.
Whereas the JWG was dissolved after the Board received the Final Report.
Whereas on 17 September 2011 the Board directed the Board Governance Committee to recommend the composition of a working group to lead the Board's coordination with the GAC on the implementation of the JWG recommendations and the GAC-related recommendations from the ATRT.
Whereas, the Board Governance Committee recommended that the Board establish the working group, consisting of the following persons:
Chris Disspain
Bill Graham – Co-Chair (with GAC-identified Co-Chair)
Bertrand de La Chapelle
Ram Mohan
Ray Plzak
Mike Silber
Judith Vasquez
Resolved (2011.10.22.01), the Board approves the recommended membership of the Board GAC Recommendation Implementation Working Group.
Rationale for Resolution 2011.10.22.01
Implementing recommendations from both the Board-GAC Joint Working Group and the Accountability and Transparency Review Team is important to enhancing the relationship between the Board and the GAC and the accountability and transparency of both. This working group provides a formal mechanism to oversee the implementation of the recommendations. As required for assessment within the Affirmation of Commitments, there is no security and stability impact on the DNS nor any affect on ICANN's fiscal resources as a result of this action.
Resolution 2011.10.22.01 was approved by all voting members in attendance. One Board member was unavailable to vote on the resolutions. The resolution carried.
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Officer Compensation
Prior to considering this item, all members of the Board confirmed that they are free from a conflict in voting on these resolutions relating to Officer Compensation.
The Board conducted a confidential discussion on this topic. The officers identified in the resolutions were not present for the Board's discussions.
The Board then took the following action:
Whereas, the retention of high calibre staff is essential to ICANN's operations and ICANN desires to ensure competitive compensation for staff.
Whereas, Akram Atallah, as the COO, and John Jeffrey, as the General Counsel and Secretary, are each considered critical to the successful continuity of the organization, including key projects that are currently underway.
Whereas, independent market data provided by outside compensation consultants indicates that current compensation for both Akram Atallah and John Jeffrey is below ICANN's target of the 50th to 75th percentile of relevant comparable organizations.
Whereas, the Compensation Committee has reviewed the independent market data and has recommended that the Board pass these resolutions.
Resolved (2011.10.22.02), the Board authorizes the CEO to make compensation adjustments (effective 1 September 2011) for Akram Atallah, Chief Operating Officer in accordance with the independent study on comparable compensation received, subject to a limitation that his annual base salary shall not increase by more than 15% per annum from its current rate.
Resolved (2011.10.22.03), the Board authorizes the CEO to make compensation adjustments (effective 1 September 2011) for John Jeffrey, General Counsel in accordance with the independent study on comparable compensation received, subject to a limitation that his annual base salary shall not increase by more than 15% per annum from its current rate.
The Board also conducted a confidential portion of the meeting during which it passed other resolutions (2011.10.22.C1 and 2011.10.22.C2) that shall remain confidential as an "action relating to personnel or employment matters", pursuant to Article III, section 5.2 of the ICANN Bylaws.
Fourteen Board members voted in favor of Resolutions 2011.10.22.02, 2011.10.22.03, 2011.10.22.C1 and 2011.10.22.C2. One Board member opposed the resolutions and one Board member abstained from voting. The resolutions carried.
Rationale for Resolutions 2011.10.22.02 – 2011.10.22.03
Attracting and retaining high calibre staff by providing a competitive compensation package is crucial to the organization. An improving job market will make more opportunities available for high calibre performers outside of ICANN. ICANN has consulted with independent compensation experts to obtain comparable market data, which indicates that some current officers are earning less than market rates, i.e. what they could earn at another employer.
ICANN is in a critical transition phase that calls for continuity of certain skill and expertise, particularly with ongoing key projects including new gTLDs, Affirmation of Commitments reviews, expanding compliance, and globalization, among many others. Each of these projects requires knowledgeable and skilled executives to ensure ICANN's operational goals and objectives are met while ensuring that risk is mitigated to the greatest extent possible. Adhering to ICANN's employment philosophy and providing competitive compensation will help ensure these goals are achieved.
Continuity and retention of key personnel during key organization transition phases is beneficial to all aspects of the organization. Thus, the salary adjustments called for in these resolutions likely will have a positive impact on the organization and its effort to serve the public interest, as well as on the transparency and accountability of the organization. There will be some fiscal impact to the organization, but that impact will not have an effect on the overall current fiscal year budget. These resolutions will not have any direct impact on the security, stability and resiliency of the domain name system.
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Approval of Ombudsman Objectives
The Board engaged in a brief discussion regarding the objectives set forth for ICANN's new Ombudsman.
The Board then took the following action:
Whereas, on 28 July 2011, the Board appointed Chris LaHatte as ICANN's new Ombudsman.
Whereas, the Ombudsman reports directly to the Board.
Whereas, the Compensation Committee has discussed a set of objectives with the Ombudsman that the Board expects the Ombudsman to work toward, in order to be entitled to all or any portion of the at-risk component of his compensation.
Resolved (2011.10.22.04), the Board approves the set of objectives as discussed by the Compensation Committee for the Ombudsman to work toward in order to be entitled to all or any portion of the at-risk component of his compensation.
All voting members in attendance unanimously approved of Resolution 2011.10.22.04. The resolution carried.
Rationale for Resolution 2011.10.22.04
Setting objectives to be measured against success for completion of goals of employment is a regular practice. Placing a portion of compensation at-risk, conditioned upon meeting of objectives, is further recognized as a valuable tool in achieving those objectives. The Board, through the Compensation Committee, has identified a set of objectives for the Ombudsman to meet to achieve, and will consider the extent of completion of those objectives when evaluating the performance of the Ombudsman and whether he should be entitled to any portion of the at-risk portion of his compensation. As required for assessment within the Affirmation of Commitments, there is no security and stability impact on the DNS as a result of this action. The complete portion of the potential at-risk component of the Ombudsman's compensation has been included within ICANN's budget.
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Approval of CEO Objectives
Prior to any discussion of this item, the President and CEO excused himself from the meeting.
The Board then received a short presentation on the work to develop the performance metrics. The Board then took the following action:
Whereas, on 26 June 2009, the Board appointed Rod Beckstrom as ICANN's CEO and President.
Whereas, the CEO reports directly to the Board.
Whereas, the Compensation Committee has discussed a set of objectives with the CEO that the Board expects the CEO to work toward, in order to be entitled to all or any portion of the at-risk component of his compensation.
Resolved (2011.10.22.05), the Board approves the set of objectives as discussed by the Compensation Committee for the CEO to work toward in order to be entitled to all or any portion of the at-risk component of his compensation.
All voting members in attendance unanimously approved of Resolution 2011.10.22.05. The resolution carried.
Rationale for Resolution 2011.10.22.05
Setting objectives to be measured against success for completion of goals of employment is a regular practice. Placing a portion of compensation at-risk, conditioned upon meeting of objectives, is further recognized as a valuable tool in achieving those objectives. The Board, through the Compensation Committee, has identified a set of objectives for the CEO to meet to achieve, and will consider the extent of completion of those objectives when evaluating the performance of the CEO and whether he should be entitled to any portion of the at-risk portion of his compensation. As required for assessment within the Affirmation of Commitments, there is no security and stability impact on the DNS as a result of this action. The complete portion of the potential at-risk component of the CEO's compensation has been included within ICANN's budget.
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Executive Session
The Board conducted an executive session, in confidence, without staff present.