ICANN Nominating Committee Participation Agreement

Introduction

The purpose of this document is to provide Nominating Committee ("NomCom") delegates with important information about the duties and responsibilities of the NomCom, and to affirm the delegates' commitment to faithfully carry out their individual duties as a delegate to the committee in accordance with this Code of Conduct statement set forth below.

Background

1. Purpose of the Nominating Committee

   The Nominating Committee of ICANN ("NomCom") is 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. (ICANN Bylaws Article 8, Section 8.1)

   The 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, NomCom delegates 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.

2. Significant Bylaws Provisions Relating to the Nominating Committee

   The authority, responsibilities, administration, composition and terms of the Nominating Committee are contained in Article 8 of the ICANN Bylaws. To read all of the Bylaws' provisions click here. To read the details of Transition Article Section 27.5 related to the NomCom, click here.

Nominating Committee Code of Conduct

The NomCom Code of Conduct is intended to focus NomCom delegates 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. 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.

Due to its highly visible and independent role in selecting ICANN Directors and other key leadership positions, the NomCom 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. Therefore, the expectation is that the NomCom delegates will act with the highest standard of personal integrity and ethical conduct.

The following guidance, set forth here as the NomCom Code of Conduct, includes specific ICANN policies as well as NomCom policies that have been developed in the course of its history.

Annually, all NomCom delegates are asked to execute the "ICANN Nominating Committee Participation Agreement." Each NomCom delegate must sign a Participation Agreement to acknowledge the following information.

1. Conflicts of Interest Policy (Reviewed and approved by the Board Governance Committee on 19 May 2022 without any revisions)

   The ICANN Board adopted a Conflicts of Interest Policy that applies to Officers, Directors, Board Liaisons, and key ICANN employees.

   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 delegates are expected to observe the principles and intent of the ICANN Conflicts of Interest Policy. NomCom delegates must disclose promptly to the NomCom Chair any financial or other relations that might affect (or might reasonably be seen to affect) his or 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 Subcommittee on Conflict of Interest, shall counsel the delegate as to any additional steps to be taken to resolve the conflict.

2. Nominating Committee Standards of Conduct – Each NomCom delegate is expected to comply with the rules and procedures established by the NomCom Standards of Conduct, and to support the decisions the Committee makes.

   • NomCom delegates and ICANN staff that support the NomCom will safeguard all internal NomCom communications concerning all candidates and eventual selectees, and treat them as private and confidential, Such communications may only be used for the purposes they are gathered and only for use by the NomCom that is seated when the communications took place, without exception.

   • NomCom delegates will not disclose outside of the NomCom any of the discussions, deliberations, communications, records, documentation, and notes about the candidates. Further, NomCom delegates 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.

   • When using electronic means for origination, transmission, and storage of committee materials, NomCom delegates will take special security steps to safeguard the confidentiality and data integrity of such materials. These include but are not limited to:

     • all materials whether transmitted electronically or in hardcopy form are not to be distributed or shared with anyone who is not a current NomCom delegate or NomCom Staff Support member.

     • maintaining personal control over all computers used in connection with NomCom work,

     • 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 the Chair-Elect, as may be designated by the NomCom to receive such notification,

     • complying with national law provisions affecting Personal Data.

   • NomCom delegates 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. NomCom delegates are expected to actively recruit highly qualified leadership candidates for consideration by the committee, and to encourage those individuals to serve in such leadership positions.

   • NomCom delegates may not attribute any confidential statements, positions, or other communications.

   • NomCom delegates must not have any pre-existing commitments concerning the nomination of any particular candidates or potential candidates.

   • NomCom delegates 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.

   • Notwithstanding the foregoing paragraph, the NomCom acknowledges that individual NomCom delegates may utilize their own individual or their employer's email account while conducting duties pertaining to the NomCom, which may have backups or archives enabled. NomCom delegates shall only be obligated to destroy confidential materials that have been backed up archived to the extent it is reasonably feasible for them to do so, without placing undue burden on the NomCom delegates, their employers, or any technical service provider involved in the handling of email backups or archives.

ICANN EXPECTED STANDARDS OF BEHAVIOR (can be viewed here) – Those who take part in ICANN multistakeholder process, including Board, staff and all those involved in Supporting Organizations and Advisory Committees, 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, behave in a professional manner 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 that intimidates based on attributes such as race, gender, ethnicity, religion, age, color, national origin, ancestry, disability or medical condition, sexual orientation, or gender identity.

• 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.

• 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.

• Facilitate transparency and openness when participating in policy development and decision-making processes.

• 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.

• Conduct themselves in accordance with ICANN policies.

• 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.

• Promote ethical and responsible behavior. Ethics and integrity are essential, and ICANN expects all stakeholders to behave in a responsible and principled way.

ICANN COMMUNITY ANTI-HARASSMENT POLICY AND TERMS OF PARTICIPATION

ICANN is a unique multi stakeholder environment. The ICANN community is composed of participants from numerous and varied backgrounds, societal values, and cultural norms. A guiding goal of ICANN's Community Anti-Harassment Policy is to emphasize, encourage, and promote the spirit of mutual respect expected within the ICANN community. Society's values and norms have and will continue to evolve. However, such respect is timeless and is a guiding foundation of this Policy. This Policy is not intended to impede or inhibit free speech.

As a condition of participation in ICANN's multi stakeholder processes, those who take part must:

• Behave in a professional manner, demonstrate appropriate behavior, and treat all members of the ICANN community in a respectful, dignified, decent manner at all times, including in face-to-face and on-line communications, irrespective of Specified Characteristics so that individuals of all backgrounds and cultures are made to feel welcome. Specified Characteristics means, but is not limited to, the following: age, ancestry, ethnicity, physical or mental disability, genetic information, medical condition, marital status, national origin, race, religion, sex (which includes, among other things, gender, gender identity and gender expression), sexual orientation, citizenship, primary language, immigration status, socioeconomic status, pregnancy, childbirth, or medical conditions related to pregnancy.

• Refrain from harassment of any type. Harassment is unwelcome non-consensual hostile or intimidating behavior. Harassing conduct or commentary may take many forms, including, but not limited to, verbal acts and name-calling; graphic and written statements, which may include use of phones or the Internet; or other conduct that may be physically threatening, harmful, or humiliating. Conduct does not have to intend to harm, be directed at a specific target, or involve repeated incidents in order for it to be deemed harassment. Examples of the types of inappropriate conduct that are prohibited by this Policy include, but are not limited to, the following:

  • Inappropriate touching, including, but not limited to, sexually suggestive touching such as grabbing, groping, kissing, fondling, hugging, stroking someone's hair, or brushing against another's body, or touching that the person may not have intended to be sexually suggestive, but which constitutes uninvited touching, such as rubbing or massaging someone's neck or shoulders.

  • Use of offensive language

  • Violating someone's "personal space" after being told you are doing so.

  • Leering, stalking, or suggestive whistling

  • Gesturing in a sexually suggestive manner

  • Circulating or posting written or graphic materials that show hostility or disrespect toward

  • Lewd or graphic comments or jokes

  • Use or distribution of sexual imagery in public presentations and displays.

  • Harassing photography or recordings

  • Repeated requests for dates, or unwanted communications of a romantic nature, after the individual receiving them indicates that she or he does not wish to receive them.

• Refrain from retaliation against anyone for reporting any conduct or commentary that is inconsistent with the terms set forth above ("inappropriate behavior") or for participating in an investigation of any such report or complaint.

• Reporting and Complaint Procedure The following reporting and complaint procedures are available to anyone who identifies inappropriate behavior.

• The individual who identifies inappropriate behavior may: (I) communicate with the person(s) responsible and attempt to resolve the issue informally; and/or (ii) promptly report to the Ombudsperson the facts giving rise to a belief that inappropriate behavior has occurred and cooperate fully in the ensuing investigation of the complaint.

• The Ombudsperson will review and evaluate the complaint. The evaluation will include the following, as appropriate in the sole discretion of the Ombudsperson, in an effort to obtain an understanding of the facts: (i) communication with the complainant to clarify the facts giving rise to the complaint; (ii) inquiries of the accused to obtain a response to the complaint if, in the Ombudsperson's discretion, the complainant has provided sufficient facts to support the allegation that inappropriate behavior has occurred; and

• (iii) communication with other percipient witnesses, and review of documentary evidence, if any, and if appropriate.

• The Ombudsperson will determine whether inappropriate behavior has occurred and will communicate the results to the complainant and the accused. No "corroboration" is required to support a finding; the Ombudsperson will consider the credibility of each party in making a determination.

• The Ombudsperson will determine what remedial action, if any, is appropriate in light of the findings of the evaluation. If the Ombudsperson in its discretion, finds that remedial action is appropriate, that remedial action may include, but is not limited to, excusing any individual responsible for inappropriate behavior from further participation in the ICANN process for a specified period of time, limiting the individual's participation in some manner, and/or requiring satisfaction of pre- requisites such as a written apology as a condition of future participation.

• The reporting and complaint procedure will be conducted in a manner to ensure confidentiality to the reporter as well as the person who is the subject of the complaint.reviews and discusses proposed selection cycle timelines, tasks, deadlines, and the establishment of the current year subcommittees (e.g., Outreach Subcommittee, Assessment and Interview Subcommittee), application timeline, meeting schedule, and review of submitted statements of work from professional recruitment agencies to assist the NomCom in outreach efforts, etc.

Agreement to Observe Nominating Committee Participation Agreement, Operating Procedures, and Selection Process

I have read and understand the Nominating Committee information provided to me in the Nominating Committee Participation Agreement, and the Operating Procedures, and Selection Process document. By my signature below, I certify that I have read and understood the provisions of the Participation Agreement and certify that I will abide by the provisions set in the Participation Agreement. I also certify that I will abide by the terms set in the Nominating Committee Operating Procedures and Selection Process documents.