Position Descriptions for Chair of Board and Vice Chair | As approved by the ICANN Board on 28 October 2010
The Chair of the ICANN Board is elected annually by the members of the Board of Directors and must be a member of the Board (ICANN Bylaws, Article VI, Section 2.4).
The Chair provides leadership to the Board in many ways, including presiding over meetings and leading the Board to consensus over disparate opinions.
The Chair must be willing to make a significant time commitment in fulfilling the role, including spending time conferring with management and the CEO, liaising with ICANN stakeholders, and being prepared and informed for the Board’s discussions and decision-making.
Specific Tasks for the Chair:
- Provide leadership to the Board, convening and chairing its meetings, including executive sessions.
- Drive the Board towards consensus and resolution of issues and clear conclusions on Board positions.
- Act as a timely, efficient and effective channel of communication between the Board and the CEO.
- Establish procedures to govern the Board's work, in consultation with the Board Governance Committee.
- Develop procedures, in consultation with the Board, to improve community input into Board discussions.
- Ensure the Board's full discharge of its duties.
- Schedule meetings of the full Board, including face-to-face retreats, in coordination with CEO.
- Preside as Chair of the Executive Committee.
- Take agenda responsibility for the regular and special Board meetings, including Board face-to-face retreats.
- Ensure proper flow of information to the Board, reviewing the adequacy and timing of documentary materials in support of management's proposals.
- Ensure adequate lead-time for effective study and discussion of business under consideration.
- Help the Board fulfill the goals it sets, in consultation with the Board, by assigning specific tasks to committees and members of the Board.
- Work with the Board Governance Committee, to ensure proper committee structure, including assignments of members and committee chairs, recommendations to the Board regarding changes deemed necessary or desirable to the purpose of any committee, and whether any committees should be created or discontinued.
- Ensure periodic Board, Board Chair and director assessments are performed and considered to enhance and improve Board and Board member performance.
- Act as the voice of the Board with respect to Board agreed positions.
- Support the CEO as requested and necessary.
- Carry out other duties as requested by the CEO and Board as a whole, depending on need and circumstances.
The Board Chair shall not sit as a member of the Board Governance Committee.
The Vice Chair:
The Vice Chair responsibilities are to assist the Chair and fulfill the Chair role in the event of an absence or recusal resulting from a conflict of interest. In addition, it may be very helpful to the Chair to have the Vice Chair act as a lead director in heading the Board Governance Committee.