ICANN Nominating Committee Participation Agreement
The purpose of this document is to provide ICANN Nominating Committee (NomCom) members with important information about the duties and responsibilities of the committee, and to affirm each member's commitment to faithfully carry out his or her individual duties as a member of the committee in accordance with this Code of Conduct statement set forth below.
Rationale for Nominating Committee
The central rationale for using a nominating committee to select a portion of the ICANN leadership bodies is to balance those who can represent particular areas of knowledge and interests with those who place the broad public interest of the global Internet community ahead of any particular interests. NomCom's role is to select individuals of the highest integrity and capability who place the broad public interest of the global Internet community ahead of any particular interests, and who are nevertheless knowledgeable about ICANN's mission and environment.
To achieve this broad public-interest orientation, the members of NomCom are drawn from across the ICANN and global Internet communities. They act only on behalf of the interests of the global Internet community within the scope of the ICANN mission and the responsibilities assigned to NomCom by ICANN Bylaws. They act as individuals and are not beholden to their appointing constituencies as they work by consensus to derive the NomCom slates of Selected Nominees for these leadership bodies.
The NomCom functions independently from the ICANN Board, Supporting Organizations, and Advisory Committees. The NomCom selections are final; no further approval or ratification is needed.
Significant Bylaw Articles Affecting Nominating Committee
The authority, responsibilities and administration of the Nominating Committee are contained in Article 8 of the ICANN Bylaws. [https://www.icann.org/resources/pages/governance/bylaws-en/#article8]
Section 1 of Article 8 provides:
There shall be a Nominating Committee of ICANN ("Nominating Committee"), responsible for nominating all Directors except the President and those Directors nominated by Decisional Participants; for nominating two directors of PTI (in accordance with the articles of incorporation and bylaws of PTI); and for such other selections as are set forth in these Bylaws. Notification of the Nominating Committee's Director nominations shall be given by the Nominating Committee Chair in writing to the EC Administration, with a copy to the Secretary, and the EC shall promptly act on it as provided in Section 7.25. Notification of the Nominating Committee's PTI director nomination shall be given to the Secretary.
The responsibilities of the Nominating Committee with respect to the selection of Directors are more specifically set out in Article 7, Sections 7.2(b) and 7.4 of the Bylaws [https://www.icann.org/resources/pages/governance/bylaws-en/#article7.2(b)]
Section 7.2(b) 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.
Section 7.3 CRITERIA FOR SELECTION OF DIRECTORS
Directors shall be:
(a) Accomplished persons of integrity, objectivity, and intelligence, with reputations for sound judgment and open minds, and a demonstrated capacity for thoughtful group decision-making;
(b) 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;
(c) 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;
(d) 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
(e) Persons who are able to work and communicate in written and spoken English.
Nominating Committee Code of Conduct
Because of its highly visible and independent role in selecting ICANN Directors and other key Council members, the Nominating Committee receives special scrutiny from the ICANN community as it does its work. This is especially the case since much of its work requires a high degree of confidentiality. The expectation, therefore, is that the committee will act with the highest standard of personal integrity and ethical conduct. The following guidance, set forth here as a NomCom Code of Conduct, includes specific ICANN policies as well as Nominating Committee policies that have been developed in the course of its history.
Conflicts of Interest (adopted 6 May 2012)
The ICANN Board adopted a Conflicts of Interest Policy that applies to Officers, Directors, Board Liaisons and key employees of ICANN. [https://www.icann.org/resources/pages/governance/coi-en]
The Policy further states: ICANN will encourage ICANN Supporting Organizations and Advisory Committees and other ICANN bodies, as appropriate, to consider implementing the principles and practices of this COI Policy as relevant.
NomCom members are expected to observe the principles and intent of the ICANN Conflicts of Interest Policy. NomCom members must disclose promptly to the Chair of the NomCom any financial or other relations that might affect (or might reasonably be seen to affect) his/her performance on the Committee, including any financial connections to any Candidate or employer of any Candidate and/or personal non-monetary advantages to any individual under consideration by the NomCom, and must recuse himself or herself from subsequent deliberations on the individual(s) concerned. The Chair, in consultation with the NomCom Sub-Committee on Conflict of Interest, shall counsel the member as to any additional steps to be taken to resolve the conflict.
ICANN Expected Standards of Behavior (adopted 26 June 2016)
Those who take part in ICANN multi-stakeholder process, including Board, staff and all those involved in Supporting Organization and Advisory Committee councils, undertake to:
- Act in accordance with ICANN's Bylaws. In particular, participants undertake to act within the mission of ICANN and in the spirit of the values contained in the Bylaws.
- Adhere to ICANN's conflict of interest policies.
- Treat all members of the ICANN community equally, irrespective of nationality, gender, racial or ethnic origin, religion or beliefs, disability, age, or sexual orientation; members of the ICANN community should treat each other with civility both face to face and online.
- Respect all members of the ICANN community equally and behave according to professional standards and demonstrate appropriate behavior. ICANN strives to create and maintain an environment in which people of many different backgrounds and cultures are treated with dignity, decency and respect. Specifically, participants in the ICANN process must not engage in any type of harassment. Generally, harassment is considered unwelcome hostile or intimidating behavior -- in particular, speech or behavior that is sexually aggressive or intimidates based on attributes such as race, gender, ethnicity, religion, age, color, national origin, ancestry, disability or medical condition, sexual orientation or gender identity.
- Protect the organization's assets and ensure their efficient and effective use.
- Act fairly and in good faith with other participants in the ICANN process.
- Conduct themselves in accordance with ICANN policies.
- Support the maintenance of robust mechanisms for public input, accountability, and transparency so as to ensure that policy development and decision-making processes will reflect the public interest and be accountable to all stakeholders.
- Listen to the views of all stakeholders when considering policy issues. ICANN is a unique multi-stakeholder environment. Those who take part in the ICANN process must acknowledge the importance of all stakeholders and seek to understand their points of view.
- Work to build consensus with other stakeholders in order to find solutions to the issues that fall within the areas of ICANN's responsibility. The ICANN model is based on a bottom-up, consensus driven approach to policy development. Those who take part in the ICANN process must take responsibility for ensuring the success of the model by trying to build consensus with other participants.
- Promote ethical and responsible behavior. Ethics and integrity are essential, and ICANN expects all stakeholders to behave in a responsible and principled way.
- Facilitate transparency and openness when participating in policy development and decision-making processes.
- Act in a reasonable, objective and informed manner when participating in policy development and decision-making processes. This includes regularly attending all scheduled meetings and exercising independent judgment based solely on what is in the overall best interest of Internet users and the stability and security of the Internet's system of unique identifiers, irrespective of personal interests and the interests of the entity to which an individual might owe their appointment.
Nominating Committee Standards of Conduct
- Each NomCom member is expected to pursue the responsibilities of the Committee, to comply with the rules and procedures established by the Committee, and to support the decisions the Committee makes.
- NomCom members are expected to actively recruit highly qualified candidates for consideration by the committee, and to encourage those individuals to serve.
- NomCom members may not attribute any confidential statements, positions, or other communications.
- NomCom members must not have any pre-existing commitments concerning the nomination of any particular candidates or potential candidates.
- NomCom members must avoid behavior that would bring the Committee into disrepute or undermine or interfere with deliberations or the integrity of the process by which the Committee makes its selections or decisions.
- NomCom members will safeguard all internal NomCom communications concerning the candidates and treat them as private, confidential, and for the use of immediate Committee members and NomCom staff only, without exception.
- NomCom members will not disclose outside of the Committee any of the discussions, deliberations, communications, records, and notes about the candidates. Further, NomCom members will not disclose outside of the Committee the identities of the candidates under consideration by NomCom, unless NomCom as a whole has decided to do so and the explicit consent of the candidate(s) in question has been obtained.
- When using electronic means for origination, transmission, and storage of committee materials, NomCom members will take special security steps to safeguard the confidentiality and data integrity of such materials. These include but are not limited to: (a) maintaining personal control over all computers used in connection with NomCom work, (b) notifying the NomCom Chair in the event of any compromise or suspected compromise of committee materials, or if the compromise or suspected compromise relates to the NomCom Chair, notifying such person as may be designated by the NomCom to receive such notification, (c) complying with national law provisions affecting Personal Data.
- NomCom members shall destroy all confidential materials related to the work of the Committee, when the work of the Committee has ended or when no longer serving on the NomCom.
- Notwithstanding the foregoing paragraph, the NomCom acknowledges that individual NomCom members may utilize their own individual or their employers' email accounts while conducting duties pertaining to the NomCom, which may have backups or archives enabled. NomCom members shall only be obligated to destroy confidential materials that have been backed up or archived to the extent it is reasonably feasible for them to do so, without placing undue burden on the NomCom members, their employers, or any technical service provider involved in the handling of email backups or archives.
Agreement to Observe Nominating Committee Code of Conduct, Operating Procedures, and Selection Process
I have read and understand the Nominating Committee information provided to me in this document. By my signature below, I certify that I have read and understood the above provisions of the Code of Conduct and that I agree to follow them. I also certify that I will abide by the terms set forth in the Nominating Committee Operating Procedures and Selection Process documents.