Skip to main content
Resources

Preliminary Report | Special 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 Special Meeting of the ICANN Board of Directors was held telephonically on 8 February 2021 at 21:00 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, Sarah Deutsch, Avri Doria, Rafael Lito Ibarra, Danko Jevtović, Akinori Maemura, Göran Marby (President and CEO), Mandla Msimang, Ihab Osman, Patricio Poblete, Nigel Roberts, León Sánchez (Vice Chair), Matthew Shears, and Tripti Sinha.

The following Board members sent their apologies: Ron da Silva.

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).

The following ICANN Executives and Staff participated in all or part of the meeting: Michelle Bright (Board Content Coordination Director), Xavier Calvez (SVP, Planning & Chief Financial Officer), Mandy Carver (SVP for Government and Intergovernmental Organization Engagement), Sally Newell Cohen (SVP, Global Communications), David Conrad (SVP, Chief Technical Officer), Kim Davies (VP, IANA Services and President, PTI), Samantha Eisner (Deputy General Counsel), Jamie Hedlund (SVP, Contractual Compliance & Consumer Safeguards), John Jeffrey (General Counsel and Secretary), Aaron Jimenez (Board Operations Specialist), Sheila Johnson (Deputy General Counsel), Vinciane Koenigsfeld (Senior Director, Board Operations), Elizabeth Le (Associate General Counsel), David Olive (SVP, Policy Development Support), Krista Papac (Complaints Officer), Erika Randall (Associate General Counsel), Ashwin Rangan (SVP, Engineering & Chief Information Officer), Lisa Saulino (Board Operations Specialist), Amy Stathos (Deputy General Counsel), Theresa Swinehart (SVP, Global Domains & Strategy), and Gina Villavicencio (SVP, Global Human Resources).

This is a Preliminary Report of the Special Meeting of the ICANN Board of Directors, which was held telephonically on 8 February 2021 at 21:00 UTC.

  1. Consent Agenda:
    1. Approval of Minutes
    2. FY22 IANA Operating Plan and Budget
    3. Committee Membership
  2. Main Agenda:
    1. Delegation of the ישראל. ("Israel") domain in Hebrew script to the Israel Internet Association
    2. Board Committee and Leadership Selection Procedures
    3. AOB
  3. Executive Session:
    1. President and CEO Compensation

 

  1. Consent Agenda:

    The Chair introduced the Consent Agenda and called for a vote. The Board then took the following action:

    1. Approval of Minutes

      Resolved (2021.02.08.01), the Board approves the minutes of the 30 November 2020 Special Meeting of the ICANN Board, the 17 December 2020 Special Meeting of the ICANN Board, and the 14 January 2021 Special Meeting of the ICANN Board.

    2. FY22 IANA Operating Plan and Budget

      Whereas, the draft FY22 IANA Operating Plan and Budget was posted for public comment in accordance with the Bylaws on 08 October 2020.

      Whereas, comments received through the public comment process were reviewed and responded to and provided to the BFC members for review and comment.

      Whereas, all public comments have been taken into consideration, and where appropriate and feasible, have been incorporated and a final FY22 IANA Operating Plan and Budget.

      Whereas, per the Bylaws, the IANA Operating Plan and Budget is to be adopted by the Board and then posted on the ICANN website.

      Resolved (2021.02.08.02), the Board adopts the FY22 IANA Operating Plan and Budget.

      Rationale for Resolution 2021.02.08.02

      In accordance with Section 22.4 of the ICANN Bylaws, the Board is to adopt an annual IANA budget and publish it on the ICANN website. On 08 October 2020 drafts of the FY22 PTI Operating Plan and Budget and the FY22 IANA Operating Plan and Budget were posted for public comment. The PTI Board approved the PTI Budget on 13 January 2021, and the PTI Budget was received as input into the FY22 IANA Operating Plan and Budget.

      The draft FY22 PTI Operating Plan and Budget and the draft FY22 IANA Operating Plan and Budget were based on numerous discussions with members of ICANN org and the ICANN Community, including extensive consultations with ICANN Supporting Organizations, Advisory Committees, and other stakeholder groups throughout the prior several months.

      All comments received in all manners were considered in relation to the FY22 IANA Operating Plan and Budget. Where feasible and appropriate these inputs have been incorporated into the final FY22 IANA Operating Plan and Budget proposed for adoption.

      Adopting the FY22 IANA Operating Plan and Budget will have a positive impact on ICANN in that it provides a proper framework by which the IANA services will be performed, which also provides the basis for the organization to be held accountable in a transparent manner.

      This decision is in the public interest and within ICANN's mission, as it is fully consistent with ICANN's strategic and operational plans, and the results of which in fact allow ICANN to satisfy its mission.

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

    3. Committee Membership

      Whereas, the Board Governance Committee (BGC) is responsible for "[c]reating and recommending to the full Board for approval a slate of nominees for Board Chair, Board Vice Chair, Chair and membership of each Board Committee, including filling any vacancies which may occur in these positions during the year; and overseeing the creation and membership of Board Working Groups and Board Caucuses."

      Whereas, in this capacity, the BGC has recommended that Danko Jevtović no longer serve on the Board Audit Committee and that he be added to the Board Strategic Planning Committee.  

      Resolved (2021.02.08.03), the Board approves the change in membership of the Board Audit Committee and Board Strategic Planning Committee as recommended by the BGC.

      Rationale for Resolution 2021.02.08.03

      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.

      As part of its responsibilities, the BGC is tasked with "[c]reating and recommending to the full Board for approval a slate of nominees for Board Chair, Board Vice Chair, Chair and membership of each Board Committee, including filling any vacancies which may occur in these positions during the year; and overseeing the creation and membership of Board Working Groups and Board Caucuses." (BGC Charter, Sec. II.C.)

      In this role, the BGC recently assessed the membership of Board Committees and Danko Jevtović has agreed to step down from the Board Audit Committee and be added to the Board Strategic Planning Committee.

      The appointment of Board Committee membership 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 decision is an Organizational Administrative Function that does not require public comment.

    All members of the Board present voted in favor of Resolutions 2021.02.08.01, 2021.02.08.02, and 2021.02.08.03. One Director was unavailable to vote. The Resolutions carried.

  2. Main Agenda:

    1. Delegation of the ישראל. ("Israel") domain in Hebrew script to the Israel Internet Association

      Nigel Roberts introduced the agenda item and noted that the item is on the main agenda as a recognition of the importance of the event. Nigel then read the proposed resolution into the record. The Chair called for a vote and the Board took the following action.

      Resolved (2021.02.08.04), as part of the exercise of its responsibilities under the IANA Naming Function Contract with ICANN, IANA has reviewed and evaluated the request to delegate the ישראל. top-level domain to the Israel Internet Association. The documentation demonstrates that the proper procedures were followed in evaluating the request.

      All members of the Board present voted in favor of Resolution 2021.02.08.04. One Director was unavailable to vote. The Resolution carried.

      Rationale for Resolutions 2021.02.08.04

      Why the Board is addressing the issue now?

      In accordance with the IANA Naming Function Contract, PTI, in the performance of the IANA Naming Function (IANA), has evaluated a request for ccTLD delegation 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 create the ישראל. country-code top-level domain in Hebrew script and assign the role of manager to the Israel Internet Association.

      Which stakeholders or others were consulted?

      In the course of evaluating a delegation application, IANA consulted with the applicant and other 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?

      IANA is not aware of any significant issues or concerns raised by the community in relation to this request. One party objected to the request and indicated its own intention to apply for delegation. The objector was invited to submit an alternative request but has not provided a timely response that could be assessed against the evaluation criteria. The policy does not provide a basis to delay evaluation of this request based on the potential for an alternate request, the first fully-qualified application is eligible to proceed on its individual merits. The service level agreements in the IANA Naming Functions contract also require the timely evaluation and implementation of qualified requests.

      What significant materials did the Board review?

      [REDACTED – SENSITIVE DELEGATION INFORMATION]

      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.

    2. Board Committee and Leadership Selection Procedures

      Tripti Sinha, the Chair of the Board Governance Committee (BGC), introduced the agenda item. She noted that the BGC has reviewed and recommended revisions to the Board Committee and Leadership Selection Procedures so that they align with current practices. Following discussion, the Chair called for a vote and the Board took the following action.

      Whereas, the Board Governance Committee has reviewed and recommended revisions to the Board Committee and Leadership Selection Procedures so that they align with current practices.

      Resolved (2021.02.08.05), the revised Board Committee and Leadership Selection Procedures are approved.

      All members of the Board present voted in favor of Resolution 2021.02.08.05. One Director was unavailable to vote. The Resolution carried.

      Rationale for Resolution 2021.02.08.05

      As part of its responsibilities, the BGC is tasked with "[c]reating and recommending to the full Board for approval a slate of nominees for Board Chair, Board Vice Chair, Chair and membership of each Board Committee, including filling any vacancies which may occur in these positions during the year; and overseeing the creation and membership of Board Working Groups and Board Caucuses." (BGC Charter, Sec. II.C.)

      In this role, the BGC has recommended, and the Board agrees, that Board approve revisions to the Board Committee and Leadership Selection Procedures, to align those Procedures with current selection practices.

      The action is consistent with ICANN's mission and is in the public interest as it is important to ensure that procedures for Board Committee and leadership selection are up to date and reflect current practices. 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 decision is an Organizational Administrative Function that does not require public comment.

    3. AOB

      No Resolutions taken.

  3. Executive Session:

    The Board entered into a confidential session. Göran Marby, the subject of the agenda item, was not present. The Board conducted a formal conflicts check. Following discussion, the Chair called for a vote and the Board took the following action.

    1. President and CEO 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 increase to compensation for the President and CEO, is below or within ICANN's target of the 50th to 75th percentile for total cash compensation based on comparable market data for the respective position.

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

      Whereas, each Board member has confirmed that they are not conflicted with respect to compensation package for ICANN's President and CEO.

      Resolved (2021.02.08.06), the Board approves an increase in the President and CEO's base salary for FY21 in the amount of 5% effective 1 July 2020, which pursuant to resolution 2020.10.07.02, does not require an amendment to the President and CEO's Executive Services Agreement.

      Eleven Directors voted in favor of Resolution 2021.02.08.05. Three Directors voted against the Resolution. Two Directors including Göran Marby, the subject of the Resolution, were unavailable to vote. The Resolution carried.

      Rationale for Resolution 2021.02.08.06

      The goal of ICANN 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 to 75th percentile of the market for a particular position.

      The President and CEO was engaged effective May 2016. At that time, he was offered and accepted a base salary and eligibility for an additional 30% of at-risk compensation. In the nearly five years since he began his term at ICANN, the President and CEO has received one increase (of 3% effective 1 July 2019), and no change to his potential at-risk compensation percentage.

      ICANN retained the services of Willis Towers Watson to study comparable compensation in the relevant comparable marketplace for the President and CEO. That market comparable data for this position consists of a blend from one or more of three sources – Non-Profits, General Industry (as reported in Willis Towers Watson and Mercer surveys), and High Technology (as reported in Radford surveys).

      The comparable compensation data indicate that the President and CEO's current potential total annual cash compensation is below the lower target of 50% in nearly all possible blends presented in the Willis Towers Watson study. Accordingly, the Board has determined that an adjustment to bring the President and CEO's base compensation closer to ICANN's target compensation is necessary.

      Based upon the above compensation data, considering the quality performance 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. Accordingly, the Board has approved a 5% increase to the President and CEO's base salary, which the Board has determined is entirely reasonable given all of the above, including the comparable market study provided by the experts. Even with this increase, the President and CEO's total cash compensation will still be below ICANN's target range for compensation in most cases. In that light, the Compensation Committee has also agreed to commission further expert reports and consider additional compensation adjustments in upcoming review periods to ensure the President and CEO's compensation is in line with ICANN org's target compensation levels.

      The salary adjustment provided under this resolution will assist the organization in fulfilling its mission and in ensuring ICANN acts in the public interest in light of the desire to ensure ICANN engages the best qualified people for its leadership positions.

      There will be some fiscal impact to the organization, but that impact has been anticipated within the FY21 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.

    The Chair then called the meeting to a close.

Published on 18 February 2021

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."