ICANN Nominating Committee (NomCom) | Operating Procedures 2018
NomCom Operating Procedures
- Modifications to NomCom Procedures
- Obligations of NomCom Members
- Vacancies and Removal from NomCom
- Handling of Sensitive Information
- Internal Communications and Relations
- External Communications and Relations
- Criteria for Selection for ICANN Directors, PTI Directors, GNSO Council Members, ALAC Members and ccNSO Council Members
- Eligibility Factors for ICANN Directors, PTI Directors, GNSO Council Members, ALAC Members, ccNSO Council Members
- Review and Evaluation of Candidates
- Miscellaneous aspects related to logistics and planning
NomCom Operating Procedures
Modifications to NomCom Procedures
Considerable care has been taken in developing the NomCom Procedures. In setting and publicizing its procedures, the NomCom reserves the right to modify them in the course of its work in order to ensure efficiency and effectiveness in fulfilling its responsibilities. If the NomCom of concludes that modification of these procedures is necessary, the NomCom will post the changes on the NomCom web page.
Obligations of NomCom Members
Notwithstanding their being a delegate of their sending Organization, Group or Committee, members of the Nominating Committee have an obligation to act independently and in the larger public interest and not act as representatives of, nor lobby or advance the interest of any particular Organization, Group or Committee, in particular with respect to the assessment and selection of Candidates.
NomCom members are expected to engage in outreach, recruitment, and information gathering; to read the submitted and gathered information about each Candidate under consideration; to participate in both deliberations about individual Candidates and construction of slates of Candidates that will fulfill the requirements for each of the leadership bodies for which the NomCom selects members; to participate in NomCom teleconferences; to work diligently with NomCom colleagues toward an overall consensus on the best possible group of Candidates to be selected; and to adhere to the Code of Conduct.
NomCom members are strongly encouraged to travel to face-to-face meetings; and in joining the NomCom, all members make a commitment to attend the Selection Meeting; however, provisions for participation via teleconference will be arranged for members unable to attend in person.
Vacancies and Removal from NomCom
Vacancies that may occur in the NomCom may be filled for the remainder of the term by the same means through which the position was initially filled. In the event that a NomCom member is removed for any reason, he/she is obligated to delete all NomCom-related material. In the event that a member of the ICANN organization staff supporting the NomComis removed for any reason, he/she is obligated to arrange for secure transfer of all NomCom-related material to a NomCom designated person, and then to delete all NomCom-related material from his/her own records in any form.
Where a NOMCOM member is in breach of:
- The Code of Conduct in terms of not dealing with the Conflict of Interest by failing to report it appropriately or abide by the decision of the Conflicts of Interest Sub-Committee;
- Any requirement related to handling of Sensitive Information or Confidentiality; or
- Acted in a manner that attempts to further the interests or goals of an interest other than those that are the obligation of the NOMCOM with respect to any candidate(s) (such as to promote the interests of any AC/SO or other group over that of the NOMCOM's purely objective assessment and selection of candidates as required by the ByLaws, the Code of Conduct and these Procedures; or
- ByLaws, the Code of Conduct, these Procedures, any obligations agreed to by the member or any applicable rule or legal requirement, that NomCom member may be removed following notice to the member and, if selected by a Supporting Organization constituency or Advisory Committee, after notice to that Supporting Organization constituency or Advisory Committee, by a majority vote of all NomCom members entitled to vote. In such a scenario, the member who is the subject of the removal action shall not be entitled to vote on such an action or be counted as a voting member of the NomCom when calculating the required majority vote. Each vote to remove a member shall be a separate vote on the sole question of the removal of that particular member.
A member of the ICANN organization staff supporting the NomCom may be removed by the Chair of the NomCom, following notice to the ICANN CEO.
Handling of Sensitive Information
The nature of the NomCom functions and activities requires confidentiality for some information (such as deliberations) and openness for other information (such as this Operating Procedure).
Any information which relates to an individual and can be used to identify the individual by name or can be used in context with other information to lead to identifying such person will be marked "Confidential: NomCom Sensitive" whether the information is in physical or electronic form. A designation that anonymizes a Candidate's identifying information, with a number or in another commonly accepted manner, will not be considered NomCom Sensitive. However, any "Key List" that relates a Candidate's name to such a designation will be considered NomCom Sensitive.
Members agree to keep all NomCom Sensitive information confidential. Access to NomCom Sensitive information shall be restricted only to NomCom members and, ICANN organization staff supporting the NomCom, who have signed the NomCom Code of Conduct. Members' confidentiality obligations shall be continuing and will survive a member's resignation or termination.
To the greatest extent practical, NomCom Sensitive information will be stored only in an ICANN central repository, which members can access on a read-only basis. Access controls and security safeguards protecting this information must comply with highest standards used by ICANN for protecting user authentication, confidentiality, and data integrity. Mechanisms must be in place that provide for the ability to identify and distinguish between NomCom Sensitive information and non-sensitive information. This will enable NomCom Sensitive information to be destroyed or otherwise disposed of after the conclusion of the NomCom deliberations each year without risking the loss of files that are needed for archival purposes.
NomCom members agree to take all reasonable steps to dispose of any NomCom Sensitive information in their possession, custody or control after the conclusion of the NomCom deliberations each year.
The term "Candidate" will be reserved for those individuals who agree to be considered by the NomCom and for whom all required information in the Application has been received.
The term "Selected Nominee" is reserved to refer to a Candidate selected by the NomCom for a position for which it is charged to fill.
Internal Communications and Relations
Communications and Meetings
The NomCom will conduct its business in English.
The NomCom will carry out its work primarily through teleconferences and email. When proposed for immediate decisions, draft materials for the NomCom's work should normally be distributed at least five working days in advance of the meetings.
The Chair will seek to facilitate confidential communications in a way that makes the most sense for the NomCom members.
At any meeting of the NomCom a minimum 10 of the total number of voting members then in office shall constitute a quorum for the transaction of business. The act of a majority (more than 50%) of the voting memberspresent at any meeting at which there is a quorum shall be the act of the NomCom. Every vote will require a minimum of 10 votes to be cast.
Provided that any vote undertaken for the purposes of the ICANN Bylaws or as provided in these procedures shall require a majority (over 50%) of the total number of voting members then in office to be present to constitute a quorum for the transaction of business related to a vote. The act through a vote of a majority (more than 50%) of voting members when at any meeting at which there is a quorum to conduct a vote for the purposes of the ICANN Bylaws or as provided in these procedures shall be the act of the NomCom.
If a quorum shall not be present at any meeting of the NomCom, the members present thereat may discuss any matters but not take any decisions or may adjourn the meeting from time to time to another place, time or date. If the meeting is adjourned for more than twenty-four (24) hours, notice shall be given to those members not at the meeting at the time of the adjournment.
NomCom members serve as volunteers, without compensation. This contribution is respected and appreciated. Reimbursement of reasonable and necessary expenses will be available for travel to face-to-face meetings and to outreach events as approved by the NomCom Chair, in accordance with applicable terms of ICANN's travel reimbursement policy. Without prior approval from the Chair for the incurrence of expenditure, reimbursement will not be made for any other expenditure. Provisions will be made to alleviate the financial burden of the NomCom's teleconferences.
Voting in all matters within the Nominating Committee shall be conducted in accordance with the ICANN Bylaws. Whenenever the Chair calls for a vote on any matter, votes of Nominating Committee members designated as voting members under ICANN Bylaws shall be counted.
Matters which constitute the act or decisions of the Nominating Committee in particular, which are outcome determinative with respect to the selection or non-selection of any Candidate within the process of assessments or selections of the Nominating Committee shall be deemed to be a vote.
All NomCom members (including non-voting members) may participate in all discussions and deliberations (unless a conflict of interest has been determined to be present).
Access to Information
The Chair will maintain a non-public central repository of Candidates under consideration, including available background, professional information, and all gathered information. All NomCom members will have access to the information in the central repository. The central repository is confidential to NomCom members and ICANN organization staff supporting the NomCom; and to any and all outside consultants who may be retained by the NomCom to assist with any phase of its work, as is appropriate with respect to the terms of their engagement.
At the conclusion of the NomCom process, the Chair will seek the consent of unsuccessful Candidates for retention of their Application for the next NomCom's consideration. The Chair will also retain the Application of Candidates who wish to be considered for any interim vacancies that may occur. No information for other individual Candidates will be retained.
Concerning the internal communications, the rules described in point 3.c of the Code of Conduct apply.
External Communications and Relations
In balancing the requirements of transparency and confidentiality, the NomCom will follow the principle that process is transparent and data (i.e., information relating to Candidates) is kept confidential. The NomCom will publish its Operating Procedures, Code of Conduct and other relevant documents on its webpage on the ICANN website. The Chair, in consultation with the other NomCom members, will establish and publicize milestones, deadlines and updates, including the public call for suggestions for Candidates, so as to keep the public duly informed and to allow the NomCom to complete its work in a timely way.
The NomCom will hold a public meeting session at each of the three ICANN Meetings.
The Chair will serve as the official spokesperson for the NomCom.
The NomCom will engage proactively in consultations with the various elements of the ICANN community in its recruitment efforts. Contacts will include the Internet Engineering Task Force (IETF), the Security and Stability Advisory Group (SSAC), the Root Server System Advisory Committee (RSSAC), the Regional Internet Registries, the Address Council, the generic top level domain (gTLD) and the country code top level domain (ccTLD) registries and registrars, the technical liaison group, the Council (constituencies and stakeholder groups) of the Generic Names Supporting Organization (GNSO), the Council and constituencies of the country code Names Supporting Organization (ccNSO), and the At-Large Advisory Committee (ALAC). Focused consultations will be held with the bodies that the NomCom partly populates, in order to inform and update the NomCom about desired skill sets.
The success of the NomCom will depend in no small measure on the willingness and ability of NomCom members to engage in affirmative recruitment of excellent Candidates. The NomCom will use all readily available means to publicize and otherwise inform about the call for Candidate Applications.
In order to encourage NomCom members to do their best to identify and recruit outstanding Candidates, each NomCom member will be asked to share and present action plans on identifying Candidates for the bodies to be populated in part by the NomCom.
The NomCom will call publicly for Candidate Applications from, inter alia, across the global Internet community to find the talent and experience needed for the positions it fills, to inform the community of the NomCom's progress and decisions, and to generate the confidence and respect of the community for those positions that the NomCom selects.
The NomCom will actively seek suggestions for potential Candidates to enlarge and enhance the pool of Candidates. A suggestion, however, is not a requirement for consideration by the NomCom, for which a subsequent self-nomination is essential.
The Chair will provide a minimum of 60 days' notice for interested parties to submit an Application.
Because the NomCom will conduct its work in English, all submissions to the NomCom must be provided in English.
All Applications will be acknowledged in a timely fashion, using the contact information provided by the submitter.
The NomCom will provide a one-way communication mechanism (email or web-based) through which the public can easily provide input to assist the NomCom in its work.
Confidentiality and Privacy
All NomCom members and ICANN organization staff supporting the NomComwill safeguard all internal NomCom communications concerning the Candidates and treat them as strictly private, confidential, and for the use of immediate committee members and organization staff supporting the NomCom only.
Communications of the NomCom are limited to the NomCom members and organization staff supporting the NomCom, and cannot include a NomCom member's assistant or other associate.
NomCom members will not disclose outside of the Committee any of the discussions, deliberations, communications, record and notes about the Candidates. Further, NomCom members and ICANN organization staff supporting the NomCom will not disclose outside of the Committee the identities of the Candidates under consideration by the NomCom, unless the NomCom as a whole has decided to do so and the explicit consent of the Candidate(s) in question has been obtained. The NomCom can agree to make justified exceptions to this rule for specific purposes, such as Candidate assessment by an external consultancy and Candidate travel support for face-to-face interviews. Confidentiality of Candidate identities shall be assured in such exceptional cases.
Note that because the NomCom will need to check references and consult with selected third-party sources on a confidential basis before making itsselections, those wishing to be considered as Candidates are required to confirm their understanding of the confidentiality arrangements when they submit an Application.
When the NomCom has completed its selection of Nominees for the positions that it is charged to fill, including a due diligence verification of Nominee credentials, the NomCom will publish the identities of the Selected Nominees.
The processes that the NomCom may implement and follow, and any statistical information that does not identify individual Candidates (for example, information about the size and nature of the Candidate pool) may be published.
Criteria for Selection for ICANN Directors, GNSO Council Members, ALAC Members, and ccNSO Council Members
The NomCom will apply the criteria for selection and terms of eligibility, as defined in the applicable ICANN Bylaws, to identify a strong pool of qualified Candidates that meet the highest standards of integrity and capability.
To select from this pool of qualified Candidates, the NomCom will take into account relevant and additional considerations related to the roles to be filled as the selection process progresses, with particular regard to the ICANN Bylaws requirements and desired skill sets as identified through written communication with relevant ICANN bodies [put footnote regarding staff sending out request] By doing so, the NomCom seeks to ensure that ICANN can benefit from individuals who place the public interest of the global Internet community ahead of any particular special interests, but who nevertheless are, or commit themselves to becoming, knowledgeable about the environment in which ICANN operates. The NomCom also seeks those Candidates who will reflect the functional, geographic, and cultural diversity of the Internet community at all levels of policy development and decision-making. [Reference: Bylaws Article 1, Section1.2(b)(ii); Article 7, Section 7.2(b); and Article 8, Section 8.4]
In the following, general information is provided about the roles of the positions to be filled. For a more detailed description relating to the most current year, see the documents "ICANN Leadership Positions". In consultation with the ICANN community, these selection criteria will be updated each year to reflect the needs of ICANN, the Supporting Organizations and Advisory Councils.
Roles of the Positions to Be Filled
NomCom will be selecting its Nominees with careful consideration of the roles they fill:
- ICANN's Directors, as a group, are responsible for exercising the powers of ICANN, controlling its property, and conducting or directing its business and affairs, except as otherwise provided in the ICANN Articles of Incorporation or Bylaws. Directors serve as individuals who have the duty to act in what they reasonably believe are the best interests of ICANN and not as representatives of the entity that selected them, their employers, or any other organizations or constituencies. [Bylaws Article 2, Section 2.1 and Article 7, Section 7.7]
- The GNSO Council is responsible for managing the policy development process of the GNSO. [Bylaws Article 11, Section 11.3(d)]
- The ALAC is to consider and provide advice on the activities of ICANN, insofar as they relate to the interests of individual users. [Bylaws Article 12, Section 12.2(d)]
- The ccNSO Council is responsible for managing the policy-development process of the ccNSO. [Bylaws Article 10, Section 10.3(h)]
For all these positions, the NomCom will apply the selection criteria in the Bylaws for ICANN Directors [see below]. NomCom may use additional considerations for the GNSO Council, ALAC, and ccNSO Council positions to support the specific roles of these entities [see below].
In the following, general information is provided about the criteria for the positions to be filled. For a detailed descriptions relating to the most current year, see the document "ICANN Leadership Positions".
Criteria for Selection of ICANN Directors [ICANN Bylaws, Article 7, Section 7.3]
ICANN Directors shall be:
- Accomplished persons of integrity, objectivity, and intelligence, with reputations for sound judgment and open minds, and a demonstrated capacity for thoughtful group decision-making;
- Persons with an understanding of ICANN's Mission and the potential impact of ICANN decisions on the global Internet community, and committed to the success of ICANN;
- Persons who will produce the broadest cultural and geographic diversity on the Board consistent with meeting the other criteria set forth in this Section 7.3;
- Persons who, in the aggregate, have personal familiarity with the operation of gTLD registries and registrars; with ccTLD registries; with IP address registries; with Internet technical standards and protocols; with policy-development procedures, legal traditions, and the public interest; and with the broad range of business, individual, academic, and non-commercial users of the Internet; and
- Persons who are able to work and communicate in written and spoken English."
Additional Considerations for GNSO, ALAC and ccNSO Positions
The criteria for selection of the GNSO Council, ccNSO Council, and At Large Advisory Committee members are less specifically defined in the Bylaws, but the NomCom notes the "Legislative History" behind the decision for the NomCom to select some individuals to the above committees. [ICANN: A Blueprint for Reform, Section 3 (20 June 2002) and Final Implementation Report and Recommendations, Section 3(C) (2 October 2002)]
The NomCom is looking for women and men who have demonstrated the maturity, experience, knowledge and skills to handle the tasks and make the judgments involved in fulfilling the roles of ICANN Board Directors, GNSO Council Members, ccNSO Council Members, and ALAC Members.
Additional Considerations for the GNSO Council Positions
For the GNSO Council positions, specific experience related to the scope of GNSO's work with the Domain Name System would be advantageous.
Additional Considerations for the ALAC Positions
For the ALAC positions, experience and skills that bear on gathering, understanding, and communicating the interests of individual users would be advantageous. Perspectives not otherwise reflected in the existing ALAC membership would be advantageous. The NomCom's selections for ALAC are intended to diversify the skill and experience sets of the ALAC, including in such areas as group decision-making. Over time these NomCom selections present an opportunity to connect with the interests of individual users from all categories.
Additional Considerations for the ccNSO Council Positions
For the ccNSO Council positions, while no specific considerations are reflected in the Bylaws, experience or knowledge of ccTLDs and issues of importance to the global Internet, would be advantageous. Additionally, familiarity with the global environment in which ICANN operates and perspectives not otherwise reflected in the ccTLD community would likewise be advantageous.
Eligibility Factors for ICANN Directors, GNSO Council Members, ALAC Members, ccNSO Council Members
Eligibility Factors for ICANN Directors
- In carrying out its responsibilities to nominate the Directors for Seats 1 through 8 for designation by the EC, the Nominating Committee shall ensure that the Board is composed of Directors who, in the aggregate, display diversity in geography, culture, skills, experience, and perspective, by applying the criteria set forth in Section 7.3, Section 7.4 and Section 7.5. At no time when it makes its nomination shall the Nominating Committee nominate a Director to fill any vacancy or expired term whose designation would cause the total number of Directors (not including the President) from countries in any one Geographic Region to exceed five; and the Nominating Committee shall ensure when it makes its nominations that the Board includes at least one Director who is from a country in each ICANN Geographic Region ("Diversity Calculation"). For purposes of this Section 7.2(b), if any candidate for director maintains citizenship of more than one country, or has been domiciled for more than five years in a country of which the candidate does not maintain citizenship ("Domicile"), that candidate may be deemed to be from either country and must select in his or her Statement of Interest the country of citizenship or Domicile that he or she wants the Nominating Committee to use for Diversity Calculation purposes. For purposes of this Section 7.2(b), a person can only have one Domicile, which shall be determined by where the candidate has a permanent residence and place of habitation. [Article 7, Section 7.2(b)]
- Notwithstanding anything herein to the contrary, no official of a national government or a multinational entity established by treaty or other agreement between national governments may serve as a Director. As used herein, the term "official" means a person (i) who holds an elective governmental office or (ii) who is employed by such government or multinational entity and whose primary function with such government or entity is to develop or influence governmental or public policies.[Article 7, Section 7.4(a)]
- No person who serves in any capacity (including as a liaison) on any Supporting Organization Council shall simultaneously serve as a Director or Liaison to the Board. If such a person is identified by, or presents themselves to, the Supporting Organization Council or the At-Large Community for consideration for nomination to serve as a Director, the person shall not thereafter participate in any discussion of, or vote by, the Supporting Organization Council or the committee designated by the At-Large Community relating to the nomination of Directors by the Council or At-Large Community, until the Council or committee(s) specified by the At-Large Community has nominated the full complement of Directors it is responsible for nominating. In the event that a person serving in any capacity on a Supporting Organization Council is considered for nomination to serve as a Director, the constituency group or other group or entity that selected the person may select a replacement for purposes of the Council's nomination process. In the event that a person serving in any capacity on the At-Large Advisory Committee is identified as or accepts a nomination to be considered for nomination by the At-Large Community as a Director, the Regional At-Large Organization or other group or entity that selected the person may select a replacement for purposes of the At-Large Community's nomination process. [Article 7, Section 7.4(b)]
- Persons serving in any capacity on the Nominating Committee shall be ineligible for nomination or designation to positions on the Board as provided by Section 8.8. [Article 7, Section 7.4(c)]
- No person who serves on the EC Administration while serving in that capacity shall be considered for nomination or designated to the Board, nor serve simultaneously on the EC Administration and as a Director or Liaison to the Board. [Article 7, Section 7.4(d)]
Eligibility Factors for GNSO Council Members
No more than one officer, director, or employee of any particular corporation or other organization (including its subsidiaries and affiliates) shall serve on the GNSO Council at any given time. [Bylaws Article 11, Section 11.3(e)]
Eligibility Factors for ALAC Members
The five members of ALAC selected by the NomCom shall include one citizen of a country within each of the five Geographic Region (Europe; Asia/Australia/Pacific Islands; Latin America/Caribbean Islands; Africa; and North America) established according to Bylaws Article7, Section 7.5. [Bylaws Article 12, Section 12.2(d)(ii)]
Eligibility Factors for ccNSO Council Members
There are no additional Bylaw eligibility considerations for ccNSO Council Members selected by the NomCom.
Review and Evaluation of Candidates
While the NomCom process differs from an election, the goal is the same -- a thorough process leading to the selection of very well-qualified individuals to fulfill the specific roles of the envisaged positions.
The NomCom will post on the NomCom webpage a timeline with identified activities and milestones. The NomCom reserves the right to adjust its timeline within the boundaries of the Bylaw requirements. Adjustments of the NomCom's timeline will be posted on the NomCom webpage.
Additional information on the Nominating Committee process will be included in the Formal Call for Candidates, and in subsequent updates, which will be posted on the NomCom webpage.
The NomCom will begin its review of Candidate information contained in the completed Application as soon as it has received all required information.
The NomCom will evaluate Candidates in a fair and consistent manner, considering the Application, references and, as needed, interviews, consultations, and third-party information sources. While doing so, it will adhere to its Code of Conduct. At all times, NomCom members and staff shall treat all Candidates in a respectful and considerate manner.
The NomCom will need to carry out due diligence, as appropriate, regarding Candidates it wishes to consider. For this purpose, the NomCom will arrange (with the consent of these Candidates as noted in question No. 4 of the Application Request Form) to verify credentials and consult with others not named by the Candidate on a confidential basis. The Due Diligence performed by/through ICANN organization shall be completed and made available to the NOMCOM two weeks prior to the date on which the Candidate is invited for an interview by the NomCom. Such due diligence shall be conducted in a maximum period of 45 days or two weeks prior to the date of the interview as mentioned above, whichever is earlier.
The NomCom will provide Candidates with updates as appropriate on progress of the selection process.
See also Section 8 above which describes the criteria and additional considerations that will be taken into account in NomCom selections. Section 9 describes the eligibility factors. The NomCom will also take into account the continuing membership of the Board (and other such bodies) to ensure that the persons it nominates to serve as Director and selects shall, to the extent feasible and consistent with other criteria required to be applied by Bylaws Article 8, Section 8.4 and guided by Bylaws Article 1, Section 1.2(b)(ii).
Note that endorsements by organizations or groups and lists of signatories are not appropriate and will not be influential in the NomCom's selections. The NomCom will not accept unsolicited comments about a Candidate from any third party.
At least two months before the commencement of each ICANN Annual Meeting, the NomCom shall give the EC Administration (with a copy to the Decisional Participants and Secretary) written notice of its nomination of Directors for seats with terms beginning at the conclusion of the annual meeting, and the EC Administration shall promptly provide the Secretary (with a copy to the Decisional Participants with written notice of the designation of those Directors. All such notices shall be posted promptly to the Website. [Bylaws Article 7, Section 7.8(c)].
Miscellaneous aspects related to logistics and planning
The NomCom will meet face to face on 5 occasions through its cycle:
- At the 3 ICANN meetings scheduled in 2017-18 at or around the same time as the ICANN meetings scheduled in Abu Dhabi (kick-off meeting), San Juan (outreach meeting) and Panama (final selection meeting).
- The NomCom will also meet in person at 2 intercessionals in or around the week of April 9th 2018 (first review and selection to submit names for deep dive, assessment and due diligence) and 28th May 2018 (second review and selectionof Board candidates to be invited for face-to-face interviews with the NomCom).
With respect to any of its Face to Face meetings the NomCom may nominate one primary and one alternate (in case the primary venue/accommodation is unavailable) venue and/or accomodation and submit them to ICANN along with specified dates for its face-to-face meetings 90 days prior to the meeting. ICANN shall confirm the availability of the venue/accommodation within 14 business days thereafter.
ICANN organization shall ensure IT and Tech Support and normal meeting support to be provided at the venue and accommodation throughout the period of the stay of the NomCom members at the venue and accomodation.
The Leadership may instruct ICANN organization staff supporting NomCom to work with ICANN organization staff to contract resources for any purposes such as recruitment, vetting, due dillgience, training or other vendor services, such as consultants, trainers or courses/informational materials either throughout the year or at the face-to-face meetings of the NomCom.