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ICANN Board Conflicts of Interest Review - Revised Conflicts of Interest Policy and Related Governance Documents

Comment/Reply Periods (*) Important Information Links
Comment Open: 11 March 2012
Comment Close: 2 April 2012
Close Time (UTC): 23.59 UTC Public Comment Announcement
Reply Open: 3 April 2012 To Submit Your Comments (Forum Closed)
Reply Close: 24 April 2012 View Comments Submitted
Close Time (UTC): 23.59 UTC Report of Public Comments
Brief Overview
Originating Organization: ICANN Board
Categories/Tags: ICANN Board/Bylaws
Purpose (Brief): To receive comment on revisions to the Board Conflicts of Interest Policy, Code of Conduct and Expected Standards of Behavior as well as a proposed Corporate Governance Guidelines prepared as part of ICANN's ongoing review of its Conflicts of Interest and Ethics practices.
Current Status: ICANN is undertaking a three-part review of its Conflicts of Interest and Ethics practices. One of those steps is working with ICANN's long-standing outside counsel to review ICANN's corporate governance documents to make recommendations of how those could be improved in light of best practices in corporate governance, while still reflecting the needs of ICANN. This review produced recommended modifications to the ICANN Board Conflicts of Interest Policy, Code of Conduct and Expected Standards of Behavior, as well as introducing a more comprehensive Corporate Governance Guidelines document. This work has been conducted in coordination with the Board Governance Committee.
Next Steps: These documents are just the beginning of items that will be considered as part of ICANN's three-part review. After the comments are reviewed, the BGC will consider whether it is appropriate for the proposed documents be recommended for adoption. The comment received may also inform the expert work proceeding regarding ICANN's ethical culture, as well as the work of separate counsel that is also reviewing ICANN's corporate governance environment.
Staff Contact: Amy Stathos, Deputy General Counsel Email: amy.stathos@icann.org
Detailed Information
Section I: Description, Explanation, and Purpose

As a part of ICANN's commitment to enhancing its overall culture of promoting superior ethics, integrity and transparency, ICANN is posting for public comment Corporate Governance Guidelines and revised versions of the following documents: the Board Conflicts of Interest Policy, the Board Code of Conduct and the Expected Standards of Behavior.

Section II: Background

Over the year, heightened attention and scrutiny has been placed on how the ICANN Board addresses conflicts of interest, and on enhancing ICANN's ethical culture. While ICANN has a robust conflict of interest policy and code of conduct in place, work has been ongoing with the community and experts to determine how these can be improved.

ICANN engaged two sets of outside counsel – one that is familiar with ICANN to perform a holistic review of our policies to make identifications of how they can be improved; and another set that is not familiar with ICANN to provide a review and recommendations for improvement. The documents provided for comment today arise out of one of those reviews.

ICANN has also engaged a team of international ethics experts to provide recommendations for the enhancement of ICANN's ethical culture, drawing on international sources, including practices in other not-for-profit organizations.

As another facet of this work, the ICANN Board has already finalized and announced rules on how Directors with interests in specific New gTLD applications may participate in New gTLD-related discussions. In addition ICANN announced stringent communication rules for its staff regarding communications with potential new gTLD applicants.

Section III: Document and Resource Links

Four documents are provided for public comment:

An accompanying memo [PDF, 128 KB] is provided for explanation on the purpose of each document within the ICANN's corporate governance structure, as well as a simple diagram on how each of these documents may or may not apply to the ICANN Board, ICANN staff, and the ICANN community as a whole.

Section IV: Additional Information
None

(*) Comments submitted after the posted Close Date/Time are not guaranteed to be considered in any final summary, analysis, reporting, or decision-making that takes place once this period lapses.

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."