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Finance Committee Charter | As approved by the ICANN Board of Directors on 2 November 2017

  1. Purpose

    The Finance Committee of the Board of Directors ("Board") of ICANN ("ICANN" or the "Corporation") is responsible for:

    1. Providing oversight on the annual budget process of the Corporation;
    2. Reviewing and making recommendations on the annual budget submitted by the President;
    3. Developing and recommending short and long-range strategic financial objectives for the corporation; and
    4. Providing strategic oversight on financial matters for the Corporation.
  2. Scope of Responsibilities

    1. Providing oversight on the annual budget process of the Corporation.

      1. The Committee will oversee the President and Chief Executive Officer in carrying out the responsibilities under Article XVI, section 4 of the Bylaws with respect to preparation and presentation of the annual budget to the Board, including, where pertinent, the setting of fees and charges as provided in Article XVI, Section 5 of the Bylaws.
      2. In consultation with the President, the Committee will oversee establishment of budget tracking and reporting standards as are appropriate to the needs of the Committee and the Board.
    2. Reviewing and making recommendations on the annual budget submitted by the President.
      1. The Committee will oversee and make recommendations regarding the annual budget process.
      2. The Committee will review the annual budget and make specific recommendations to the Board on its adoption, including where desirable, comments on expense levels, revenue structures, fees and charges, adequacy of proposed funding levels of programs, and adequacy of provision for reserves.
    3. Developing and recommending short and long-range strategic financial objectives for the corporation.
      1. The Committee will review and make recommendations to the Board regarding the financing of strategic initiatives of the corporation.
      2. The Committee will undertake a review, at least annually, of the long range financial objectives of the corporation and the ability to sustain the corporation and the accomplishment of its stated mission and programs.
      3. The Committee will report to the Board annually on such objectives, including recommendations for revision as appropriate.
    4. Providing strategic oversight on financial matters for the Corporation.
      1. The Committee will review and make recommendations to the Board regarding revenue strategies.
      2. The Committee will review and make recommendations to the Board regarding expense management strategies.
      3. The Committee will review and make recommendations to the Board regarding cash, asset, and liability strategies.

    In addition, the Committee may perform any other duties or responsibilities delegated to the Committee by the Board from time to time.

  3. Composition

    The Committee shall be comprised of at least three, but not more than seven Board members, as determined and appointed annually by the Board, each of whom shall comply with the Conflicts of Interest Policy.  The voting Directors on the Committee shall be the voting members of the Committee and the majorit of the Committee members must be voting Directors. The members of the Committee shall serve at the discretion of the Board.

    Unless a Committee Chair is appointed by the full Board, the members of the Committee may designate its Chair from among the members of the Committee by majority vote of the full Committee membership.

    The Committee may choose to organize itself into subcommittees to facilitate the accomplishment of its work. The Committee may seek approval and budget from the Board for the appointment of consultants and advisers to assist in its work as deemed necessary, and such appointees may attend the relevant parts of the Committee meetings.

  4. Meetings

    1. Regularly Scheduled Meetings

      The Board Finance Committee shall meet at least quarterly, or more frequently as it deems necessary to carry out its responsibilities. The Committee's meetings may be held by telephone and/or other remote meeting technologies. Meetings may be called upon no less than forty-eight (48) hours notice by either (i) the Chair of the Committee or (ii) any two members of the Committee acting together, provided that regularly scheduled meetings generally shall be noticed at least one week in advance.

    2. Special/Extraordinary Meetings.

      Special/Extraordinary meetings may be called upon no less than forty-eight (48) hours notice by either (i) the Chair of the Committee or (ii) any two members of the Committee acting together. The purpose of the meeting must be included with the call for the meeting.

    3. Action Without a Meeting

      1. Making a Motion:

        The Committee may take an action without a meeting for an individual item by using electronic means such as email. An action without a meeting shall only be taken if a motion is proposed by a member of the Committee, and seconded by another voting member of the Committee. All voting members of the Committee must vote electronically and in favor of the motion for it to be considered approved. The members proposing and seconding the motion will be assumed to have voted in the affirmative. The action without a meeting and its results will be noted in the next regularly scheduled Committee meeting and will be included in the minutes of that meeting.

      2. Timing:

        1. Any motion for an action without a meeting must be seconded by another Committee member within 48 hours of its proposal.

        2. The period of voting on any motion for an action without a meeting will be seven days unless the Chair changes that time period. However, the period must be a minimum of two days and a maximum of seven days.

  5. Voting and Quorum

    A majority of the voting members of the Committee shall constitute a quorum. Voting on Committee matters shall be on a one vote per member basis. When a quorum is present, the vote of a majority of the voting Committee members present shall constitute the action or decision of the Committee.

  6. Records of Proceedings

    A preliminary report with respect to actions taken at each meeting (telephonic or in-person) of the Committee shall be recorded and distributed to committee members, if feasible, within two working days, and meeting minutes shall be posted promptly following approval by the Committee.

    A report of the activities of the Committee shall be prepared and published semiannually.

  7. Succession Plan

    The Committee shall maintain a succession plan for the Committee which includes identifying the experience, competencies and personal characteristics required to meet the leadership needs of the Committee. The Committee shall annually review the succession plan to ensure that it meets the needs of the Committee.

  8. Review

    The performance of the Committee shall be reviewed annually and informally by the Board Governance Committee. The Board Governance Committee shall recommend to the full Board changes in membership, procedures, or responsibilities and authorities of the Committee if and when deemed appropriate. Performance of the Committee shall also be formally reviewed as part of the periodic independent review of the Board and its Committees.

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."