Board Governance Committee: Code of Conduct Guidelines
The following are suggested guidelines when dealing with adherence to and breaches or apparent breaches of the Code of Conduct. These guidelines are a work in progress and shall be amended, supplemented or enhanced from time to time as appropriate. Further, these are guidelines only, and shall not inhibit the Board's need to take action as required.
Training: As part of the Board member Induction Program, all Board members will receive training on the Code, including information relating to the requirement for confidentiality as set out in the Code. In addition to initial training, there should be refresher training periodically.
Specific Handling of Confidential Information:
Any document that is submitted to a Board mailing list or in BoardVantage shall be considered confidential, and for ICANN Board and staff only, until it is published on the ICANN website or the Board is otherwise informed that the document should no longer be considered confidential.
Any staff matters shall be considered confidential until either a responsible ICANN staff member has made a public announcement or the information has been posted on the ICANN website.
Where a Director or Liaison is providing a public briefing on a particular topic or has been asked by a member of the community for specific information - the Board member should refer the party or parties to the relevant publicly available material, and may assist with providing context for that material. Providing context does not include detailing the individual views of Board members on a particular topic, or revealing otherwise confidential information, but could involve explaining related activities at ICANN (such as position papers from other parties, etc.) that have been considered when making a particular decision.
Where specific information being sought by a community member is not publicly available (e.g. the location for the next ICANN meeting), the Director or Liaison should check with relevant staff to determine if the material can be shared, and generally encourage the relevant ICANN staff function to make the material public before the Director or Liaison should make further comment. In some cases, information may be able to be shared on a limited "non-public" basis - e.g. with members of SSAC if related to a security issue, with members of the GAC if it relates to the location for a Board/GAC meeting, etc., but that information should not be disclosed before consulting with relevant staff.
Response to Disclosure of Confidential Information.
Board Discussion: If it is discovered that Confidential Information has been disclosed outside of the Board or the staff, that matter should be addressed at the next Board meeting. This discussion shall be used as an opportunity to remind Directors and Liaisons of their responsibility to maintain confidentiality and duty to abide by the Code of Conduct.
Board Governance Committee Discussion with Discloser: If the Board becomes aware that a particular Director or Liaison disclosed the Confidential Information, the BGC shall address the matter with the discloser as it deems appropriate in accordance with Section II.D. of its Charter.
The Code of Conduct ("Code") states as follows:
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.