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Board of Directors' Code of Conduct | Internet Corporation for Assigned Names and Numbers

The Board of Directors (the “Board”) of the Internet Corporation for Assigned Names and Numbers (“ICANN”) has adopted the following Code of Conduct (“Code”) for its Board members.  This Code is intended to focus Board members on areas of ethical risk, provide guidance to help them recognize and deal with ethical issues, provide mechanisms to report unethical conduct, foster a culture of honesty and accountability, deter wrongdoing and promote fair and accurate disclosure and financial reporting.  The Code is not intended to override any applicable laws or any obligations pursuant to ICANN Bylaws.

No code can anticipate every situation that may arise.  Accordingly, this Code is intended to serve as a source of guiding principles and not absolute directives.  Generally, however, the goal is to ensure that ICANN Board members strive to foster ICANN’s Mission and Core Values in an ethical manner.  ICANN Mission and Core Values set forth below can also be found in Article I of ICANN’s Bylaws at http://www.icann.org/general/bylaws.htm#I.

MISSION

ICANN’s mission is to coordinate, at the overall level, the global Internet's systems of unique identifiers, and in particular to ensure the stable and secure operation of the Internet's unique identifier systems. Specifically, ICANN:

1.  Coordinates the allocation and assignment of the three sets of unique identifiers for the Internet, which are

  1. Domain names (forming a system referred to as "DNS");
  2. Internet protocol ("IP") addresses and autonomous system ("AS") numbers; and
  3. Protocol port and parameter numbers.

2.  Coordinates the operation and evolution of the DNS root name server system.

3.  Coordinates policy development reasonably and appropriately related to these technical functions.

CORE VALUES

In performing its mission, the following core values should guide the decisions and actions of ICANN:

  1. Preserving and enhancing the operational stability, reliability, security, and global interoperability of the Internet.

  2. Respecting the creativity, innovation, and flow of information made possible by the Internet by limiting ICANN's activities to those matters within ICANN's mission requiring or significantly benefiting from global coordination.

  3. To the extent feasible and appropriate, delegating coordination functions to or recognizing the policy role of other responsible entities that reflect the interests of affected parties.

  4. Seeking and supporting broad, informed participation reflecting the functional, geographic, and cultural diversity of the Internet at all levels of policy development and decision-making.

  5. Where feasible and appropriate, depending on market mechanisms to promote and sustain a competitive environment.

  6. Introducing and promoting competition in the registration of domain names where practicable and beneficial in the public interest.

  7. Employing open and transparent policy development mechanisms that (i) promote well-informed decisions based on expert advice, and (ii) ensure that those entities most affected can assist in the policy development process.

  8. Making decisions by applying documented policies neutrally and objectively, with integrity and fairness.

  9. Acting with a speed that is responsive to the needs of the Internet while, as part of the decision-making process, obtaining informed input from those entities most affected.

  10. Remaining accountable to the Internet community through mechanisms that enhance ICANN's effectiveness.

  11. While remaining rooted in the private sector, recognizing that governments and public authorities are responsible for public policy and duly taking into account governments' or public authorities' recommendations.

These core values are deliberately expressed in very general terms, so that they may provide useful and relevant guidance in the broadest possible range of circumstances.  Because they are not narrowly prescriptive, the specific way in which they apply, individually and collectively, to each new situation will necessarily depend on many factors that cannot be fully anticipated or enumerated; and because they are statements of principle rather than practice, situations will inevitably arise in which perfect fidelity to all eleven core values simultaneously is not possible.  Any ICANN body making a recommendation or decision shall exercise its judgment to determine which core values are most relevant and how they apply to the specific circumstances of the case at hand, and to determine, if necessary, an appropriate and defensible balance among competing values.

CODE OF CONDUCT

A.  General Statement of Expectation

Each Director and Liaison (“Board member”) is expected to adhere to a high standard of ethical conduct and to act in accordance with ICANN’s Mission and Core Values.  The good name of ICANN depends upon the way Board members and staff members conduct business and the way the public perceives that conduct.  Unethical actions, or the appearance of unethical actions, are not acceptable.  Board members are to be guided by the following principles in carrying out their responsibilities.  Note, however, that this Code summarizes such principles and nothing in this Code should be considered as limiting duties, obligations or legal requirements with which the Board members must comply.

Loyalty  Board members should not be, or appear to be, subject to influences, interests or relationships that conflict with the interests of ICANN.  Board members shall act so as too protect ICANN’s interests and those of its employees, assets and legal rights, and Board members shall serve the interests of ICANN over those of any other person or group or constituency of ICANN.

Care  Board members shall apply themselves with seriousness and diligence to participating in the affairs of the Board and its committees and shall act prudently in exercising management oversight of ICANN, and shall be attentive to legal ramifications of his or her and the Board’s actions.

Inquiry.  Board members shall take such steps as are necessary to be sufficiently informed to make decisions on behalf of ICANN and to participate in an informed manner in the Board’s activities.

Prudent Investment.  Board members shall avoid speculation with ICANN’s assets by giving primary consideration to the probable income and probable safety of ICANN’s capital assets and the relation between ICANN’s assets and its present and future needs.

Compliance with Laws, Rules and RegulationsBoard members shall comply with all laws, rules and regulations applicable to ICANN. 

Observance of Ethical Standards.  Board members must adhere to high ethical standards in the conduct of their duties.  These include honesty and fairness.

B.  Integrity of Records and Public Reporting

Board members should promote the accurate and reliable preparation and maintenance of ICANN’s financial and other records.  Diligence in accurately preparing and maintaining ICANN’s records allows ICANN to fulfill its reporting obligations and to provide stakeholders, governmental authorities and the general public with full, fair, accurate, timely, understandable, open and transparent disclosure. 

C.  Conflicts of Interest

Board members should act in accordance with the Conflicts of Interest policy adopted by the ICANN Board, and as amended from time to time.

D.  Corporate Opportunities

Board members are prohibited from:  (a) taking for themselves personally opportunities related to ICANN’s business; (b) using ICANN’s property, information, or position for personal gain; or (c) competing with ICANN for business opportunities.

E.  Confidentiality

Board members should maintain the confidentiality of information entrusted to them by ICANN and any other confidential information about ICANN, its business, customers or suppliers, which comes to them, from whatever source, except when disclosure is authorized or legally mandated.  For purposes of this Code, “confidential information” includes all non-public information relating to ICANN, its business, customers or suppliers. 

Process surrounding maintenance of confidential information can be found in the Code of Conduct Guidelines developed and amended from time to time, as the Board deems appropriate.

F.  Board Interaction with Internet Community and Media:

  1. The Board recognizes that members of the Internet community, ICANN constituency groups and the public at large have significant interests in ICANN’s actions and governance and therefore the Board seeks to ensure appropriate communication, subject to concerns about confidentiality.

  2. The Board notes that the President speaks for ICANN, consistent with applicable policy.

  3. If comments from the Board to the Internet Community and/or Media on behalf of ICANN are appropriate, they should be reviewed and discussed by the Board in advance, and, in most circumstances, come from the Chair of the Board.

Enforcement

Breaches of this Code, whether intentional or unintentional, shall be reviewed by such Committee as designated by the Board, which may make recommendations to the full Board for corrective action, if deemed necessary.  Review of breaches of this Code shall be in accordance with the Code of Conduct Guidelines developed and amended from time to time, as the Board deems appropriate.  Serious breaches of the Code may be cause for dismissal of the person or persons committing the infraction.

Affirmation

All Board members shall read this Code at least annually, and shall certify in writing that they have done so and that they understand the Code.

Review and/or Sunset

This Code will be reviewed annually by such Committee as designated by the Board, which shall make recommendations to the full Board regarding changes to or rescinding of the Code.

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."