Preliminary Report | Regular Meeting of the ICANN Board 9 March 2016

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 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 Regular Meeting of the ICANN Board of Directors was held in Marrakech, Morocco on 9 March 2016 at 17:15 local time.

Steve Crocker, Chair, promptly called the meeting to order.

In addition to the Chair, the following Directors participated in all or part of the meeting: Rinalia Abdul Rahim, Cherine Chalaby (Vice Chair), Fadi Chehadé (President and CEO), Ron da Silva, Asha Hemrajani, Rafael Lito Ibarra, Markus Kummer, Bruno Lanvin, Erika Mann, George Sadowsky, Mike Silber, and Lousewies van der Laan.

The following Board Liaisons participated in all or part of the meeting: Ram Mohan (SSAC Liaison), Jonne Soininen (IETF Liaison), and Suzanne Woolf (RSSAC Liaison).

The following Directors sent their apologies: Chris Disspain, Bruce Tonkin and Kuo-Wei Wu.

The following Board Liaisons sent their apologies: Thomas Schneider (GAC Liaison).

Observing: Göran Marby.

Secretary: John Jeffrey (General Counsel and Secretary).

The following ICANN Executives and Staff participated in all or part of the meeting: Akram Atallah (President, Global Domains Division); Susanna Bennett (Chief Operating Officer); Megan Bishop (Board Operations Coordinator); Sally Costerton (Senior Advisor to the President and Senior Vice President, Global Stakeholder Engagement); Samantha Eisner (Associate General Counsel); Teresa Elias (Manager, Board Operations Administrative Services); Melissa King (VP, Board Operations); Vinciane Koenigsfeld (Board Operations Content Manager); Elizabeth Le (Senior Counsel); Wendy Profit (Board Operations Specialist); Erika Randall (Senior Counsel); Ashwin Rangan (Chief Innovation And Information Officer); and Amy Stathos (Deputy General Counsel).

This is a Preliminary Report of the Regular Meeting of the ICANN Board, which took place on 9 March 2016.

  1. Consent Agenda
    1. June 2016 ICANN Meeting Venue Contracting
    2. March 2017 ICANN Meeting Venue Contracting
    3. June 2017 ICANN Meeting Venue Contracting
    4. October 2017 ICANN Meeting Venue Contracting
    5. March 2018 ICANN Meeting Venue Contracting
    6. June 2018 ICANN Meeting Venue Contracting
  2. Executive Session – Confidential
    1. President and CEO Compensation
    2. President and CEO FY16 SR2 At-Risk Compensation

 

  1. Consent Agenda

    The Chair introduced the items on the consent agenda and called for a vote. The Board then took the following action:

    Resolved, the following resolutions in this Consent Agenda are approved:

    1. June 2016 ICANN Meeting Venue Contracting

      Whereas, ICANN intended to hold its second Public Meeting of 2016 in the Latin America/Caribbean region.

      Whereas, the Zika Virus outbreak in the Latin America/Caribbean region caused a relocation of the Public Meeting to a different part of the world.

      Whereas, staff completed a thorough review of the available venues and finds Helsinki, Finland most suitable.

      Resolved (2016.03.09.01), the Board authorizes the President and CEO, or his designee(s), to engage in and facilitate all necessary contracting and disbursements for the convention center for the June 2016 ICANN Public Meeting in Helsinki, Finland, in an amount not to exceed [AMOUNT REDACTED FOR NEGOTIATION PURPOSES].

      Resolved (2016.03.09.02), specific items within this resolution shall remain confidential for negotiation purposes pursuant to Article III, section 5.2 of the ICANN Bylaws until the President and CEO determines that the confidential information may be released.

      Rationale for Resolutions 2016.03.09.01 – 2016.03.09.02

      As part of ICANN's Public Meeting schedule, presently three times a year, ICANN hosts a meeting in a different geographic region (as defined in the ICANN Bylaws). ICANN 56, scheduled for 27-30 June 2016, was to occur in the Latin America/Caribbean geographic region. Since the Zika Virus outbreak made the Latin America/Caribbean region unsuitable for an ICANN Meeting in 2016, staff performed a search for suitable, available venues in the other geographic regions of the world and found Helsinki, Finland to be the best option.

      Staff performed a thorough analysis of the meeting facilities, and ensured they met the Meeting Selection Criteria (see http://meetings.icann.org/location-selection-criteria.) Based on the analysis, ICANN has identified Helsinki, Finland as the location for ICANN 56.

      The Board reviewed staff's briefing for hosting the meeting in Helsinki, Finland and the determination that the facilities met the significant factors of the Meeting Selection Criteria, as well as the related costs for facilities selected, for the June 2016 ICANN Public Meeting.

      There will be a financial impact on ICANN in hosting the meeting and providing travel support as necessary, as well as on the community in incurring costs to travel to the meeting. But such impact would be faced regardless of the location and venue of the meeting. This action will have no impact on the security or the stability of the DNS.

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

    2. March 2017 ICANN Meeting Venue Contracting

      Whereas, ICANN intends to hold its first Public Meeting of 2017 in the European region.

      Whereas, staff has completed a thorough review of the proposed venues in Europe and finds the one in Copenhagen, Denmark to be the most suitable.

      Resolved (2016.03.09.03), the Board authorizes the President and CEO, or his designee(s), to engage in and facilitate all necessary contracting and disbursements for the Bella Center Copenhagen and the AC Hotel Bella Sky for the March 2017 ICANN Public Meeting in Copenhagen, Denmark, in amounts not to exceed [AMOUNT REDACTED FOR NEGOTIATION PURPOSES].

      Resolved (2016.03.09.04), specific items within this resolution shall remain confidential for negotiation purposes pursuant to Article III, section 5.2 of the ICANN Bylaws until the President and CEO determines that the confidential information may be released.

      Rationale for Resolutions 2016.03.09.03 – 2016.03.09.04

      As part of ICANN's Public Meeting schedule, presently three times a year, ICANN hosts a meeting in a different geographic region (as defined in the ICANN Bylaws). ICANN 58, scheduled for 11-16 March 2017, is to occur in the European geographic region. A call for recommendations for the location of the meeting in Europe was posted on 23 March 2015. Various parties sent a proposal to ICANN.

      Staff performed a thorough analysis of the proposals, as well as other venues, and prepared a paper to identify those that met the Meeting Selection Criteria (see http://meetings.icann.org/location-selection-criteria). Based on the proposals and analysis, ICANN has identified Copenhagen, Denmark as the location for ICANN 58.

      The Board reviewed staff's briefing for hosting the meeting in Copenhagen, Denmark and the determination that the proposal met the significant factors of the Meeting Selection Criteria, as well as the related costs for facilities selected, for the March 2017 ICANN Public Meeting.

      There will be a financial impact on ICANN in hosting the meeting and providing travel support as necessary, as well as on the community in incurring costs to travel to the meeting. But such impact would be faced regardless of the location and venue of the meeting. This action will have no impact on the security or the stability of the DNS.

      The Board thanks all who recommended sites for ICANN 58.

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

    3. June 2017 ICANN Meeting Venue Contracting

      Whereas, ICANN intends to hold its second Public Meeting of 2017 in the Africa region.

      Whereas, staff has completed a thorough review of the proposed venues in Africa and finds the one in Johannesburg, South Africa to be the most suitable.

      Resolved (2016.03.09.05), the Board authorizes the President and CEO, or his designee(s), to engage in and facilitate all necessary contracting and disbursements for the convention center for the June 2017 ICANN Public Meeting in Johannesburg, South Africa, in an amount not to exceed [AMOUNT REDACTED FOR NEGOTIATION PURPOSES].

      Resolved (2016.03.09.06), specific items within this resolution shall remain confidential for negotiation purposes pursuant to Article III, section 5.2 of the ICANN Bylaws until the President and CEO determines that the confidential information may be released.

      Rationale for Resolutions 2016.03.09.05 – 2016.03.09.06

      As part of ICANN's Public Meeting schedule, presently three times a year, ICANN hosts a meeting in a different geographic region (as defined in the ICANN Bylaws). ICANN 59, scheduled for 26-29 June 2017, is to occur in the Africa geographic region. A call for recommendations for the location of the meeting in Africa was posted on 23 March 2015. Various parties sent a proposal to ICANN.

      Staff performed a thorough analysis of the proposals, as well as other venues, and prepared a paper to identify those that met the Meeting Selection Criteria (see http://meetings.icann.org/location-selection-criteria). Based on the proposals and analysis, ICANN has identified Johannesburg, South Africa as the location for ICANN 59.

      The Board reviewed staff's briefing for hosting the meeting in Johannesburg, South Africa and the determination that the proposal met the significant factors of the Meeting Selection Criteria, as well as the related costs for facilities selected, for the June 2017 ICANN Public Meeting.

      There will be a financial impact on ICANN in hosting the meeting and providing travel support as necessary, as well as on the community in incurring costs to travel to the meeting. But such impact would be faced regardless of the location and venue of the meeting. This action will have no impact on the security or the stability of the DNS.

      The Board thanks all who recommended sites for ICANN 59.

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

    4. October 2017 ICANN Meeting Venue Contracting

      Whereas, ICANN intends to hold its third Public Meeting of 2017 in the Asia Pacific region.

      Whereas, staff has completed a thorough review of the proposed venues in Asia Pacific and finds the one in Abu Dhabi, UAE to be the most suitable.

      Resolved (2016.03.09.07), the Board authorizes the President and CEO, or his designee(s), to engage in and facilitate all necessary contracting and disbursements for the host convention center for the October 2017 ICANN Public Meeting in Abu Dhabi, UAE in an amount not to exceed [AMOUNT REDACTED FOR NEGOTIATION PURPOSES], and that the October 2017 ICANN Public Meeting be designated as the 2017 Annual Meeting.

      Resolved (2016.03.09.08), specific items within this resolution shall remain confidential for negotiation purposes pursuant to Article III, section 5.2 of the ICANN Bylaws until the President and CEO determines that the confidential information may be released.

      Rationale for Resolutions 2016.03.09.07 – 2016.03.09.08

      As part of ICANN's Public Meeting schedule, presently three times a year ICANN hosts a meeting in a different geographic region (as defined in the ICANN Bylaws). ICANN 60, scheduled for 28 October - 3 November 2017, is to occur in the Asia Pacific geographic region. A call for recommendations for the location of the meeting in Asia Pacific was posted on 23 March 2015. Various parties sent a proposal to ICANN.

      Staff performed a thorough analysis of the proposals, as well as other venues, and prepared a paper to identify those that met the Meeting Selection Criteria (see http://meetings.icann.org/location-selection-criteria). Based on the proposals and analysis, ICANN has identified Abu Dhabi, UAE as the location for ICANN 60.

      The Board reviewed staff's briefing for hosting the meeting in Abu Dhabi, UAE and the determination that the proposal met the significant factors of the Meeting Selection Criteria, as well as the related costs for facilities selected, for the October 2017 ICANN Public Meeting.

      There will be a financial impact on ICANN in hosting the meeting and providing travel support as necessary, as well as on the community in incurring costs to travel to the meeting. But such impact would be faced regardless of the location and venue of the meeting. This action will have no impact on the security or the stability of the DNS.

      The Board thanks all who recommended sites for ICANN 60.

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

    5. March 2018 ICANN Meeting Venue Contracting

      Whereas, ICANN intends to hold its first Public Meeting of 2018 in [LOCATION REDACTED FOR NEGOTIATION PURPOSES].

      Whereas, staff has completed a thorough review of the proposed venues in [LOCATION REDACTED FOR NEGOTIATION PURPOSES] and finds the one in [LOCATION REDACTED FOR NEGOTIATION PURPOSES] to be the most suitable.

      Resolved (2016.03.09.09), the Board authorizes the President and CEO, or his designee(s), to engage in and facilitate all necessary contracting and disbursements for [LOCATION REDACTED FOR NEGOTIATION PURPOSES] for the March 2018 ICANN Public Meeting in [LOCATION REDACTED FOR NEGOTIATION PURPOSES], in an amount not to exceed [AMOUNT REDACTED FOR NEGOTIATION PURPOSES].

      Resolved (2016.03.09.10), specific items within this resolution shall remain confidential for negotiation purposes pursuant to Article III, section 5.2 of the ICANN Bylaws until the President and CEO determines that the confidential information may be released.

      Rationale for Resolutions 2016.03.09.09 – 2016.03.09.10

      As part of ICANN's Public Meeting schedule, presently three times a year, ICANN hosts a meeting in a different geographic region (as defined in the ICANN Bylaws). ICANN 61, scheduled for 10-15 March 2018, is to occur in [LOCATION REDACTED FOR NEGOTIATION PURPOSES]. A call for recommendations for the location of the meeting [LOCATION REDACTED FOR NEGOTIATION PURPOSES] was posted on 23 March 2015. Various parties sent a proposal to ICANN.

      Staff performed a thorough analysis of the proposals, as well as other venues, and prepared a paper to identify those that met the Meeting Selection Criteria (see http://meetings.icann.org/location-selection-criteria). Based on the proposals and analysis, ICANN has identified [LOCATION REDACTED FOR NEGOTIATION PURPOSES] as the location for ICANN 61.

      The Board reviewed staff's briefing for hosting the meeting in [LOCATION REDACTED FOR NEGOTIATION PURPOSES] and the determination that the proposal met the significant factors of the Meeting Selection Criteria, as well as the related costs for facilities selected, for the March 2018 ICANN Public Meeting.

      There will be a financial impact on ICANN in hosting the meeting and providing travel support as necessary, as well as on the community in incurring costs to travel to the meeting. But such impact would be faced regardless of the location and venue of the meeting. This action will have no impact on the security or the stability of the DNS.

      The Board thanks all who recommended sites for the ICANN 61.

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

    6. June 2018 ICANN Meeting Venue Contracting

      Whereas, ICANN intends to hold its second Public Meeting of 2018 in [LOCATION REDACTED FOR NEGOTIATION PURPOSES].

      Whereas, [REDACTED FOR NEGOTIATION PURPOSES].

      Whereas, staff has already completed a thorough review of the proposed venue and finds it suitable.

      Resolved (2016.03.09.11), the Board authorizes the President and CEO, or his designee(s), to engage in and facilitate all necessary contracting and disbursements for the host hotel/convention center for the June 2018 ICANN Public Meeting in [LOCATION REDACTED FOR NEGOTIATION PURPOSES], in an amount not to exceed [AMOUNT REDACTED FOR NEGOTIATION PURPOSES].

      Resolved (2016.03.09.12), specific items within this resolution shall remain confidential for negotiation purposes pursuant to Article III, section 5.2 of the ICANN Bylaws until the President and CEO determines that the confidential information may be released.

      Rationale for Resolutions 2016.03.09.11 – 2016.03.09.12

      As part of ICANN's Public Meeting schedule, presently three times a year, ICANN hosts a meeting in a different geographic region (as defined in the ICANN Bylaws). ICANN 62, scheduled for 18-21 June 2018, is to occur in [REDACTED FOR NEGOTIATION PURPOSES].

      Staff performed a thorough analysis of the meeting facilities, and ensured they met the Meeting Selection Criteria (see http://meetings.icann.org/location-selection-criteria). Based on the analysis, ICANN has identified [LOCATION REDACTED FOR NEGOTIATION PURPOSES.]

      The Board reviewed staff's briefing for hosting the meeting in [LOCATION REDACTED FOR NEGOTIATION PURPOSES] and the determination that the facilities met the significant factors of the Meeting Selection Criteria, as well as the related costs for facilities selected, for the June 2018 ICANN Public Meeting.

      There will be a financial impact on ICANN in hosting the meeting and providing travel support as necessary, as well as on the community in incurring costs to travel to the meeting. But such impact would be faced regardless of the location and venue of the meeting. This action will have no impact on the security or the stability of the DNS.

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

      All members of the Board present voted in favor of Resolutions 2016.03.09.01 – 2016.03.09.02, 2016.03.09.03 – 2016.03.09.04, 2016.03.09.05 – 2016.03.09.06, 2016.03.09.07 – 2016.03.09.08, 2016.03.09.09 – 2016.03.09.10, and 2016.03.09.11 – 2016.03.09.12. Three members were unavailable to vote on the Resolutions. The Resolutions carried.

  2. Executive Session – Confidential

    1. President and CEO Compensation

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

      Whereas, Akram Atallah will serve as ICANN's President and CEO from 16 March 2016 until Göran Marby begins his term as ICANN's President and CEO, or until Mr. Atallah resigns, is removed, or is otherwise disqualified to serve.

      Whereas, the Board has considered the comparability data, advice and counsel provided by independent compensation expert firm Towers Watson with respect to compensation for those holding a President and CEO position, and determined based on that data, to offer Mr. Atallah a bonus for the services he will perform as ICANN's President and CEO that is reasonable compensation for those services in accordance with ICANN's remuneration framework.

      Whereas, each Board member has confirmed that he/she does not have a conflict of interest with respect to the bonus payment for Akram Atallah for his service as President and CEO.

      Resolved (2015.06.09.13), the Board authorizes the President and CEO, or his designee(s), to take all steps necessary to make bonus payment(s) to Akram Atallah from 16 March 2016 until Göran Marby begins his term as ICANN's President and CEO, or until Mr. Atallah resigns, is terminated, or is otherwise disqualified to serve.

      Rationale for Resolution 2016.03.09.13

      ICANN is in a critical phase that calls for continuity of certain skill and expertise, particularly with ongoing key projects including the New gTLD Program, Affirmation of Commitments reviews, the U.S. Governments' IANA stewardship transition, ICANN Accountability work underway, expanding contractual compliance, and enhanced globalization efforts, among many others. Each of these projects requires a knowledgeable and skilled President and CEO to ensure ICANN's operational goals and objectives are met. 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 phases is beneficial to all aspects of the organization. The Board thanks Mr. Atallah for his service as ICANN's President, Global Domains Division, and his willingness to take on the additional responsibilities of President and CEO for the period from 16 March 2016 until Göran Marby begins his term as ICANN's President and CEO, or until Mr. Atallah resigns, is terminated, or is otherwise disqualified to serve. The Board has determined that it is entirely reasonable and appropriate to authorize the payment of a bonus for the additional services Mr. Atallah has agreed to perform for ICANN.

      There will be some fiscal impact to the organization, but that impact will not have an effect on the overall current fiscal year 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.

    2. President and CEO FY16 SR2 At-Risk Compensation

      Whereas, each Board member has confirmed that he/she does not have a conflict of interest with respect to establishing the amount of payment for the President and CEO's FY16 SR2 at-risk compensation payment.

      Whereas, the Compensation Committee recommended that the Board approve payment to the President and CEO for his FY16 SR2 at-risk compensation component.

      Resolved (2016.03.09.14), the Board hereby approves a payment to the President and CEO for his FY16 SR2 at-risk compensation component.

      Rationale for Resolution 2016.03.09.14

      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 ICANN staff members, the President and CEO is to be evaluated against specific goals, which the President and CEO has set in coordination with the Compensation Committee.

      Toward the end of FY16 SR2, which is a scoring period that normally runs from 16 November 2015 through 15 May 2015, but will end on 15 March 2016 in this instance, the President and CEO provided to the Compensation Committee his self-assessment of his achievements towards his goals for FY16 SR2 the measurement period. After seeking input from other Board members, the Compensation Committee reviewed with the President and CEO his FY16 SR2 goals and discussed his achievements against those goals. Following that discussion, the Compensation Committee recommended that the Board approve the President and CEO's at-risk compensation for the second scoring period of FY16 (through his date of departure of 15 March 2016) and the Board agrees with that recommendation.

      While this will have a fiscal impact on ICANN, it is an impact that was contemplated in the FY16 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.

  3. The Chair called the meeting to a close.

Published on 18 March 2016