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 the Code of Conduct statement set forth below.

Background

1. Purpose of the Nominating Committee

   According to the ICANN Bylaws Article 8, Section 8.1, the 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."

   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 ICANN's mission and the responsibilities assigned to the NomCom by ICANN's and PTI's 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 of Conduct 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 and PTI Board Directors, and other key ICANN 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 (Last Reviewed by the Board Governance Committee on 19 May 2022 Without Any Recommended Revisions)

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

   The Conflicts of Interest Policy (COI) 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 NomCom, including any financial connections to any candidate or the employer of any candidate and/or personal nonmonetary advantages to any individual under consideration by the NomCom, and must recuse themselves from subsequent deliberations on the individual(s) concerned. The Chair, in consultation with the NomCom Chair-Elect and NomCom Associate Chair (NomCom leadership team), shall counsel the delegate as to any additional steps to be taken to address 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 members who 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 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 the 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 steps include, but are not limited to:
     • All materials, whether transmitted electronically or in hard copy 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.
     • Complying with national law provisions relating to the personally identifiable information of candidates.
   • 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 ICANN and leadership positions for which the NomCom nominates candidates.
   • 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 or 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.

Those who take part in ICANN's 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 Policy.

• 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 multistakeholder 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 multistakeholder 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's 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 (Which Can Be Viewed Here)

Per the ICANN Community Anti-Harassment Policy:

ICANN is a unique multistakeholder environment. The ICANN community's strength is that it is composed of participants with numerous and varied backgrounds, societal values, and cultural norms. In the ICANN community, all participants should feel welcomed, appreciated, and valued; all participants should interact with others without prejudice or bias, all should treat others fairly and without discrimination, and all should assume others are acting with integrity.

Participants have a right to engage in the ICANN community free from behavior that demeans, humiliates, or denigrates. Every person has the responsibility to contribute to a positive environment by treating others with dignity and respect.

Please review and refer to the full Policy, which has more detail than the information on this page. This Policy applies to all participants in the ICANN multistakeholder processes. As a condition of participation in ICANN's multistakeholder processes, those who take part must:

1. Behave in a professional manner, demonstrate appropriate behavior, and treat all members of the ICANN community in a respectful and dignified manner, irrespective of Specified Characteristics, so that individuals of all backgrounds and cultures are made to feel welcome. This applies in all interactions, including in face-to-face and online communications. Specified Characteristics means, but is not limited to: 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.

2. Refrain from harassment of any type. Harassing conduct or commentary may take many forms, including, but not limited to, verbal acts, graphic depictions, written statements and physical conduct. Such conduct, as defined below, may be made via various methods, including in person, over the telephone, and/or via the Internet (in any of its applications, such as via email, videoconferencing software, etc.). Examples of harassment include the following (Note: please view the policy for fuller examples.):

   • Sexual advances, requests for sexual favors, repeated requests for dates, or unwanted communications of a romantic nature, after the individual receiving them indicates that they do not wish to receive such communication or requests.

   • Humiliation, ridicule or mockery, insults or put-downs.

   • Repeatedly contacting someone online after being asked to stop; sending excessive or unwarranted messages or video calls.

   • Discriminatory jokes; micro-aggressive or passive-aggressive remarks that reinforce stereotypes; mimicking, mocking, or dismissing cultural customs or markers of identity.

   • Use or displays of offensive objects or images, including but not limited to, sexual imagery on a computer or other personal items in public settings that may be visible to others.

3. Refrain from retaliation and act in good faith. Retaliation is strictly forbidden against any person reporting conduct that they believe to be contrary to this Policy and any other person that participates in the related investigation. Should the Ombuds conclude that the alleged conduct did occur, appropriate remedial action shall be taken as outlined below. Further, this Policy is not itself to be used for the purposes of retaliation. Persons who abuse this Policy by submitting vexatious and/or spurious complaints or reports shall be dealt with in an appropriate fashion with reference both to this Policy and the Expected Standards of Behavior.

Support

Advice and guidance are always available from the ICANN Ombuds, whether someone wants to raise a complaint formally or not. It can be challenging to speak up and seek help; affected individuals can request the type of support with which they are most comfortable.

Raising a Harassment Complaint

For formal complaints to the Ombuds, the process is summarized as follows:

1. Review of complaint with the following potential outcomes:
   1. Ombuds determines insufficient grounds to investigate.
   2. Ombuds determines sufficient grounds to investigate.
2. Investigation:
   1. Respondent informed and brought into process.
   2. Evidence for allegations assessed, including, as relevant, witness statements for complainant or respondent.
   3. Determination and conclusion.
   4. Complaint substantiated; complaint substantiated in part; or complaint not substantiated.
3. Remedial action (if complaint substantiated or partially substantiated).

The reporting and complaint procedure is available to anyone in the community who believes they have identified inappropriate behavior toward themselves or others.

If the Ombuds finds a complaint to be within the jurisdiction of the Ombuds Office, the complaint will be investigated to determine whether there is a reasonable basis for believing that the alleged behavior is a violation of this Policy. Investigation may include some or all of the following steps:

1. Communication with the complainant to clarify the facts and allegations giving rise to the complaint.
2. Inquiries of the person who is the subject of the complaint (respondent) to obtain a response to the complaint and clarification of facts if, in the Ombuds' discretion, the complainant has provided sufficient facts to support the allegation that inappropriate and unwanted behavior has occurred.
3. Communication with other percipient witnesses.
4. Review of documentary evidence, if any, and if appropriate.

The Ombuds will determine whether a violation of this Policy has occurred based on the information collected, reviewed, and analyzed during the investigation. When the Ombuds has completed the investigation and reached a conclusion, the Ombuds will communicate their conclusion directly to the complainant and the respondent.

If the complaint is substantiated fully or in part, the Ombuds will determine what remedial action, if any, is appropriate in light of the findings of the investigation. The appropriate remedial action will depend on different factors, some of which are listed in the policy.

The reporting and complaint procedure will be handled in a manner to ensure confidentiality to the complainant as well as the respondent, as well as any witnesses who made a report or who were called upon in the reporting process, to the extent feasible. The names of the complainant and respondent shall be kept confidential and shared by the Ombuds on a need-to-know basis pursuant to the procedural steps in this Policy, or as required by other ICANN policy or applicable law.

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.