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Board Finance Committee (BFC) Minutes 13 January 2012

11 and 13 January 2012

BFC Attendees: Sébastien Bachollet, Cherine Chalaby (Chair), Chris Disspain, and George Sadowsky.

Other Board attendees: Steve Crocker

Staff Members Present: Akram Atallah – Chief Operating Officer; Xavier Calvez – Chief Financial Officer; Samantha Eisner, Juan Ojeda, Amy Stathos and Diane Schroeder.

The following is a summary of discussions, actions taken and actions identified:

  1. Minutes. The BFC approved the minutes of the prior meeting in October 2012.
  2. BFC Schedule. Discussed BFC schedule, upcoming meetings in Costa Rica and planning for the posting of the Budget Framework in May.
  3. Contingency Fund Update. Noted that a portion of the contingency fund has been allocation to the New gTLD Communications plan, leaving US $1.6 million. There allocation for Board compensation may be lower than the .5 million budgeted in the contingency costs, and the CEO Succession costs are expected to be within or under the 0.3 – 0.5 million previously identified. This would not include any overlap in salary if the new CEO begins prior to the conclusion of the current CEO's term.
    • Action:
      • Formal request for funding for the CEO Succession to be submitted to BFC for consideration.
  4. Contracting and Disbursement Policy. Discussed proposed revisions to the ICANN Disbursement Policy, including a change in title to make the scope of the policy clearer, as well as a proposed process to segregate approval related to the New gTLD Program and evaluation of applications, where the costs incurred may be scaled based on the number of applications received and the need to have the ability to contract with providers appropriately to account for potentially large costs. The BFC noted questions regarding limits and reporting requirements, while needing to balance with getting approvals made in a timely fashion. The BFC agreed to make a recommendation to the Board to delegate authority to the Executive Committee to approve certain gTLD-related expenditures pending the completion of the revised policy.
    • Action:
      • Staff to alter proposed revisions to meet with BFC comments and address BFC concerns regarding the levels and reporting requirements.
      • Staff to provide the Board with a paper regarding the BFC recommendation to delegate authority to the Executive Committee to make decisions on New gTLD-related expenditures.
  5. Budget Framework. Discussed the Budget Framework proposed for posting on 17 January 2012, incorporating the prior comments of the BFC. The BFC proceeded through the draft page-by-page, addressing such concerns as the origin of the identified strategic priorities, work on how ICANN retains staff and participants (in-reach activities), and the correlation of project funds to the priorities, as well as core operating funds. The BFC also identified areas where additional information should be provided with the presented budget to allow for better understanding of the meaning of the numbers. The BFC discussed how SOs and ACs could identify projects of interest to them, and the allocations of money to those groups. Staff confirmed that the framework is to be posted to allow for community review and discussion. There was discussion of providing better communication regarding the New gTLD Program portion of the budget, to explain the accounting principles that are reflected in the numbers as well as the assumptions behind the numbers. After the application window closes, there can be a more precise exercise to measure the overall impact.
    • Action:
      • Staff to revise document to address BFC concerns
  6. Staff Remuneration. A BFC member raised a question regarding consideration of headcount and compensation change.
    • Action:
      • BFC member to provide question by email for further consideration.

Due to external time constraints, the BFC meeting adjourned and a second meeting was called to order on 13 January 2012. The BFC members in attendance for the continued meeting were: Sébastien Bachollet, Cherine Chalaby (Chair), Chris Disspain and George Sadowsky. Other Board members in attendance were: Rod Beckstrom and Steve Crocker. Staff members Akram Atallah, Xavier Calvez, Samantha Eisner, Christopher Mondini, Juan Ojeda, Diane Schroeder and Amy Stathos.

  1. Launch of New gTLD Program Application Window. The BFC received a brief update on the opening of the application window.
  2. Budget Framework – Continued Review. The BFC discussed changes made after the discussion on 11 January 2012, including changes to address the BFC comments. The discussion focused on the inclusion of a placeholder for community requests that are not already included in core or strategic projects, as well as better presentation of project information. The BFC discussed further clarifications surrounding the budgeting and forecasting for the New gTLD Program and the need for additional communication on the accounting treatment for the New gTLD Program. The BFC also discussed funding for office space in additional locations.
    • Action:
      • Staff to revise the Budget Framework and circulate to the BFC in the next day, for review prior to posting on 17 January 2012.
  3. Staff Remuneration. Staff reported that it was working with the BFC member to assure that the question on compensation and headcount was being answered appropriately. The BFC discussed some potential forms of reporting, as well as dependency on the new Human Resources Information System to generate more accurate reporting.
    • Action:
      • BFC member to review staff responses to determine if more information is needed prior to circulate to full BFC.