Board of Directors' Code of Conduct
(As amended 21 January 2023)
The Board of Directors (Board) of the Internet Corporation for Assigned Names and Numbers (ICANN) has adopted the following Code of Conduct (Code) for its voting directors (Directors) and non-voting liaisons (Liaisons, collectively with the Directors, 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's Bylaws, Conﬂicts of Interest Policy, Governance Guidelines or any other applicable policies.
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 Board Members strive to foster ICANN's Mission, Core Values and Commitments in an ethical manner. ICANN's Mission, Core Values and Commitments are set forth in Article 1 of ICANN's Bylaws, which is attached as Exhibit A hereto and available at https://www.icann.org/resources/pages/governance/bylaws-en.
General Statement of Expectation
- Each Board Member is expected to adhere to a high standard of ethical conduct and to act in accordance with ICANN's Mission, Core Values and Commitments. The good name of ICANN depends upon the way Board 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 organization or its ability to operate for the beneﬁt of the Internet community as a whole. Board Members shall act so as to protect ICANN's interests and those of its staff members, assets and legal rights, and Board Members shall serve the interests of ICANN organization and the global Internet Community over those of any other person, group or stakeholder 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 oversight of ICANN organization, and shall be attentive to legal ramiﬁcations of his or her and the Board's actions. Board Members are expected to be familiar with ICANN's business and the environment in which the company operates, and understand ICANN's principal business plans, policies, strategies and core values.
- 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. Board Members are expected to attend all meetings of the Board, except if unusual circumstances make attendance impractical.
- 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 Regulations. Board Members shall comply with all laws, rules and regulations applicable to ICANN.
- Observance of Ethical Standards. Board Members must adhere to the highest of ethical standards in the conduct of their duties. These include honesty, fairness and integrity.
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.
Conﬂicts of Interest
Board Members must act in accordance with the Conﬂicts of Interest Policy adopted by the ICANN Board, and as amended from time to time.
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. Board Members shall exercise prudent judgment to avoid the appearance of improper inﬂuence when offered opportunities, gifts or entertainment.
Board Members should maintain the conﬁdentiality of information entrusted to them by ICANN as conﬁdential and any other conﬁdential information about ICANN, its operations, 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 Board Governance Committee Code of Conduct Guidelines developed and amended from time to time, as the Board deems appropriate.
Board Interaction with Internet Community and Media:
- 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.
- The Board notes that the President and CEO speaks for ICANN, consistent with applicable policy.
- All comments from the Board to the Internet Community and/or Media on behalf of the Board should be reviewed and discussed by the Board in advance, and, in most circumstances, come from the Board Chair unless otherwise agreed by the Chair.
Acting in Personal Capacity
- Board Members acting in their personal and not ICANN Board capacity should exercise care and discretion when engaging in an activity such as public speaking, authoring or contributing to a public article/blog/writing, or other activity similar in nature, that is about a topic that the Board has discussed or has been provided information, particularly matters that are confidential or sensitive in nature. In all such instances, the Board member must disclose, in writing or orally, as applicable, that they are speaking in their personal capacity.
- A Board Member must inform the Board Chair, if possible, before engaging in an activity in their personal capacity, and not ICANN Board capacity, such as public speaking, authoring or contributing to a public article/blog/writing, or other activity similar in nature, that is about a topic that the Board has discussed or has been provided information, particularly matters that are confidential or sensitive in nature. If, due to the timing of the activity, the Board member is unable to inform the Board Chair beforehand, the Board member must inform the Board Chair as soon as practicable following the activity.
Board Members will discuss with the Chair of the Board Governance Committee any questions or issues that may arise concerning compliance with this Code. Breaches of this Code, whether intentional or unintentional, shall be reviewed by the Board Governance Committee or any sub- committee established by the Board Governance Committee (excluding any Board Members whose breaches are under review), which, if necessary, shall make recommendations to the full Board for corrective action. Serious breaches of this Code may be cause for dismissal of the Board Member committing the infraction in accordance with ICANN's Bylaws and applicable law.
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.
This Code will be reviewed periodically by the Board Governance Committee, which shall make recommendations to the full Board regarding changes to or rescinding of the Code, as deemed appropriate.
Section 1.1 MISSION
- The mission of the Internet Corporation for Assigned Names and Numbers ("ICANN") is to ensure the stable and secure operation of the Internet's unique identiﬁer systems as described in this Section 1.1(a) (the "Mission"). Speciﬁcally, ICANN:
- Coordinates the allocation and assignment of names in the root zone of the Domain Name (Domain Name) System ("DNS") and coordinates the development and implementation of policies concerning the registration of second-level domain names in generic top- level domains ("gTLDs"). In this role, ICANN's scope is to coordinate the development and implementation of policies:
- For which uniform or coordinated resolution is reasonably necessary to facilitate the openness, interoperability, resilience, security and/or stability of the DNS including, with respect to gTLD registrars and registries, policies in the areas described in Annex G-1 and Annex G-2; and
- That are developed through a bottom-up consensus- based multistakeholder process and designed to ensure the stable and secure operation of the Internet's unique names systems.
The issues, policies, procedures, and principles addressed in Annex G-1 and Annex G-2 with respect to gTLD registrars and registries shall be deemed to be within ICANN's Mission.
- Facilitates the coordination of the operation and evolution of the DNS root name server system.
- Coordinates the allocation and assignment at the top- most level of Internet Protocol (Protocol) numbers and Autonomous System numbers. In service of its Mission, ICANN (A) provides registration services and open access for global number registries as requested by the Internet Engineering Task Force ("IETF") and the Regional Internet Registries ("RIRs") and (B) facilitates the development of global number registry policies by the affected community and other related tasks as agreed with the RIRs.
- Collaborates with other bodies as appropriate to provide registries needed for the functioning of the Internet as speciﬁed by Internet protocol standards development organizations. In service of its Mission, ICANN's scope is to provide registration services and open access for registries in the public domain requested by Internet protocol development organizations.
- ICANN shall not act outside its Mission.
- ICANN shall not regulate (i.e., impose rules and restrictions on) services that use the Internet's unique identiﬁers or the content that such services carry or provide, outside the express scope of Section 1.1(a). For the avoidance of doubt, ICANN does not hold any governmentally authorized regulatory authority.
- For the avoidance of doubt and notwithstanding the foregoing:
- the foregoing prohibitions are not intended to limit ICANN's authority or ability to adopt or implement policies or procedures that take into account the use of domain names as natural-language identiﬁers;
- Notwithstanding any provision of the Bylaws to the contrary, the terms and conditions of the documents listed in subsections (A) through (C) below, and ICANN's performance of its obligations or duties thereunder, may not be challenged by any party in any proceeding against, or process involving, ICANN (including a request for reconsideration or an independent review process pursuant to Article 4) on the basis that such terms and conditions conﬂict with, or are in violation of, ICANN's Mission or otherwise exceed the scope of ICANN's authority or powers pursuant to these Bylaws ("Bylaws") or ICANN's Articles of Incorporation ("Articles of Incorporation"):
- all registry agreements and registrar accreditation agreements between ICANN and registry operators or registrars in force on 1 October 2016, including, in each case, any terms or conditions therein that are not contained in the underlying form of registry agreement and registrar accreditation agreement;
- any registry agreement or registrar accreditation agreement not encompassed by (1) above to the extent its terms do not vary materially from the form of registry agreement or registrar accreditation agreement that existed on 1 October 2016;
- any renewals of agreements described in subsection (A) pursuant to their terms and conditions for renewal; and
- ICANN's Five-Year Strategic Plan and Five-Year Operating Plan (Five-Year Operating Plan) existing on 10 March 2016.
- Section 1.1(d)(ii) does not limit the ability of a party to any agreement described therein to challenge any provision of such agreement on any other basis, including the other party's interpretation of the provision, in any proceeding or process involving ICANN.
- ICANN shall have the ability to negotiate, enter into and enforce agreements, including public interest commitments, with any party in service of its Mission.
Section 1.2 COMMITMENTS AND CORE VALUES
In performing its Mission, ICANN will act in a manner that complies with and reﬂects ICANN's Commitments and respects ICANN 's Core Values, each as described below.
In performing its Mission, ICANN must operate in a manner consistent with these Bylaws for the beneﬁt of the Internet community as a whole, carrying out its activities in conformity with relevant principles of international law and international conventions and applicable local law, through open and transparent processes that enable competition and open entry in Internet-related markets. Speciﬁcally, ICANN commits to do the following (each, a "Commitment," and collectively, the "Commitments"):
- Preserve and enhance the administration of the DNS and the operational stability, reliability, security, global interoperability, resilience, and openness of the DNS and the Internet;
- Maintain the capacity and ability to coordinate the DNS at the overall level and work for the maintenance of a single, interoperable Internet;
- Respect the creativity, innovation, and ﬂow of information made possible by the Internet by limiting ICANN's activities to matters that are within ICANN's Mission and require or signiﬁcantly beneﬁt from global coordination; Employ open, transparent and bottom-up, multistakeholder policy development processes that are led by the private sector (including business stakeholders, civil society, the technical community, academia, and end users), while duly taking into account the public policy advice of governments and public authorities. These processes shall (A) seek input from the public, for whose beneﬁt ICANN in all events shall act, (B) promote well- informed decisions based on expert advice, and (C) ensure that those entities most affected can assist in the policy development process;
- Make decisions by applying documented policies consistently, neutrally, objectively, and fairly, without singling out any particular party for discriminatory treatment (i.e., making an unjustiﬁed prejudicial distinction between or among different parties); and
- Remain accountable to the Internet community through mechanisms deﬁned in these Bylaws that enhance ICANN's effectiveness.
In performing its Mission, the following "Core Values" should also guide the decisions and actions of ICANN:
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 and the roles of bodies internal to ICANN and relevant external expert bodies;
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 to ensure that the bottom-up, multistakeholder policy development process is used to ascertain the global public interest and that those processes are accountable and transparent;
Where feasible and appropriate, depending on market mechanisms to promote and sustain a competitive environment in the DNS market;
Introducing and promoting competition in the registration of domain names where practicable and beneﬁcial to the public interest as identiﬁed through the bottom-up, multistakeholder policy development process;
Operating with efﬁciency and excellence, in a ﬁscally responsible and accountable manner and, where practicable and not inconsistent with ICANN's other obligations under these Bylaws, at a speed that is responsive to the needs of the global Internet community;
While remaining rooted in the private sector (including business stakeholders, civil society, the technical community, academia, and end users), recognizing that governments and public authorities are responsible for public policy and duly taking into account the public policy advice of governments and public authorities;
Striving to achieve a reasonable balance between the interests of different stakeholders, while also avoiding capture; and
Subject to the limitations set forth in Section 27.2, within the scope of its Mission and other Core Values, respecting internationally recognized human rights as required by applicable law. This Core Value does not create, and shall not be interpreted to create, any obligation on ICANN outside its Mission, or beyond obligations found in applicable law. This Core Value does not obligate ICANN to enforce its human rights obligations, or the human rights obligations of other parties, against other parties.
- The Commitments and Core Values are intended to apply in the broadest possible range of circumstances. The Commitments reﬂect ICANN's fundamental compact with the global Internet community and are intended to apply consistently and comprehensively to ICANN's activities. The speciﬁc way in which Core Values are applied, individually and collectively, to any given situation may depend on many factors that cannot be fully anticipated or enumerated. Situations may arise in which perfect ﬁdelity to all Core Values simultaneously is not possible. Accordingly, in any situation where one Core Value must be balanced with another, potentially competing Core Value, the result of the balancing must serve a policy developed through the bottom-up multistakeholder process or otherwise best serve ICANN (Internet Corporation for Assigned Names and Numbers)'s Mission.
The following have been superseded by Board of Directors' Codes of Conduct effective 21 January 2023: