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Board Governance Committee Charter | As approved by the ICANN Board of Directors 27 March 2003. | A revised charter was approved by the Board 6 March 2009.

I. Purpose

The Board Governance Committee is responsible for:

(1) assisting the Board to enhance its performance;

(2) leading the Board in periodic review of its performance, including its relationship with the ICANN Chief Executive Officer;

(3) (a) recommending for Board approval specific processes and procedures for creating a slate of nominees for Board Chair, Board Vice Chair, and chairmanship and membership of each Board Committee, including any vacancies which may occur in these positions during the year, (b) implementing such specific processes and procedures, and (c) presenting the slate of nominees for Board approval ; and

(4) recommending to the Board corporate governance guidelines applicable to ICANN as a global, private sector corporation serving in the public interest.

II. Composition

The Committee shall comprise three and not more than seven Directors as determined and appointed annually by the Board, each of whom shall be free from any relationship that, in the opinion of the Board, would interfere with the exercise of his or her independent judgment as a member of the Committee. Unless a Committee Chair is appointed by the full Board, the members of the Committee may designate its Chair by majority vote of the full Committee membership. The Committee may choose to organize itself into subcommittees to facilitate the accomplishment of its work.

III. Meetings

The Board Governance Committee shall meet at least twice a year, and at such other times as it deems necessary to carry out its responsibilities. The Committee's meetings may be held telephonically. The Chair of the Committee and/or any other member of the Committee and/or the Chair of the Board may call such meetings.

IV. Scope of Responsibilities

A. Assist the Board to enhance its performance.

1. The Committee will serve as a resource for Directors in developing their full and common understanding of their roles and responsibilities as Directors as well as the roles and responsibilities of ICANN. The Committee will provide guidance and assistance in orienting new Directors as the Board's membership evolves. It will help reinforce the Board's commitment to adhere to its Bylaws and Core Values.

2. The Committee will encourage the development of effective tools, strategies, and styles for the Board's discussions.

3. The Committee will work closely with the Chair and Vice-Chair of the Board and the Chief Executive Officer of ICANN.

B. Lead the Board in its periodic review of its performance, including its relationship with the ICANN Chief Executive Officer.

1. The Committee will develop a thoughtful process for the Board's self-analysis and evaluation of its own performance and undertake this process at least every two years.

2. The Committee will develop a sound basis of common understanding of the appropriate relationship between the Board and the Chief Executive Officer under the Bylaws. From time to time it will review and advise on the effectiveness of that important relationship.

3. The Committee will serve as a resource to Directors and the Chief Executive Officer by stimulating the examination and discussion of facts and analysis to complement anecdotal and other information acquired by individual directors from members of the community. In this way the Committee will assist the Board to distinguish among systemic problems, chronic problems, and isolated problems and will focus the Board's attention to both facts and perceptions. The Committee's work in this regard is separate from and complementary to the work of the Ombudsman and the Reconsideration Committee.

C. Recommend for Board approval (a) specific processes and procedures for creating a slate of nominees for the positions of the Board Chair, Board Vice Chair and for chairmanship and membership of each Board Committee; (b) implement the approved processes and procedures; and (c) present the slate of nominees to the Board for approval. The Committee will also develop specific recommendations to the Board about filling any of these positions that become vacant during the year. The Committee will consider advice it may receive from the Chief Executive Officer, individual Directors, and other Board committees.

1. Annually, at least two months in advance of the Annual Meeting, except in the Transition to the New Board , the Committee will (a) review the specific processes and procedures for creating a slate of nominees for the positions of Board Chair, {and} Board Vice Chair, and for chairmanship and membership in each Board Committee, and (b) recommend to the Board any modifications deemed appropriate in these processes and procedures. During the month preceding the Annual Meeting, the Committee will implement the approved processes and procedures, taking into account Board composition changes for the coming year.

For the Transition to the New Board, the Board Governance Committee shall undertake its work on an expedited schedule in order to present its recommendations in time for the seating of the New Board.

2. The Committee shall periodically review the charters of the Board Committees, including its own charter and work with the members of the Board Committees to develop recommendations to the Board for any charter adjustments deemed advisable.

3. The Committee may serve as a resource for the Chief Executive Officer and Directors who are considering the establishment of new committees.

D. Recommend to the Board corporate governance guidelines applicable to the ICANN as a global, private sector corporation serving in the public interest

The Committee shall review the existing corporate governance guidelines developed by ICANN staff, be attentive to developments in corporate governance in the global context, and bring ideas and recommendations for adjustments in these guidelines to the Board for its consideration.

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."