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Preliminary Report | Regular Meeting of the ICANN Board 11 October 2014

[Formal Minutes are still to be approved by the ICANN Board]

Note: This has not been approved by the Board and does not constitute minutes but does provide a preliminary attempt setting forth the unapproved reporting of the resolutions from that meeting. Details on voting and abstentions will be provided in the Board's Minutes, when approved by the Board at a future meeting.

NOTE ON ADDITIONAL INFORMATION INCLUDED WITHIN PRELIMINARY REPORT – ON RATIONALES -- Where available, a draft Rationale for each of the Board's actions is presented under the associated Resolution. A draft Rationale is not final until approved with the minutes of the Board meeting.

A Special Meeting of the ICANN Board of Directors was held telephonically on 11 October 2014 in at 3:45 p.m. local time in Los Angeles, California.

Steve Crocker, Chair, promptly called the meeting to order.

The following Directors participated in all or part of the meeting: Sébastien Bachollet, Cherine Chalaby, Fadi Chehadé (President and CEO), Chris Disspain, Bill Graham, Erika Mann, Gonzalo Navarro, Ray Plzak, Wolfgang Kleinwächter, Bruce Tonkin (Vice Chair), George Sadowsky, Mike Silber, and Kuo-Wei Wu.

The following Directors sent their apologies: Bruno Lanvin and Olga Madruga-Forti.

The following Board Liaisons participated in all or part of the meeting: Heather Dryden (GAC Liaison), Jonne Soininen (IETF Liaison), Ram Mohan (SSAC Liaison) and Suzanne Woolf (RSSAC Liaison).

Invited Observers: Asha Hemrajani and Rinalia Abdul Rahim.

Secretary: John Jeffrey (General Counsel and Secretary)

ICANN Executives and Staff in attendance for all or part of the meeting: Akram Atallah (President, Global Domains Division); Susannah Bennett; (Chief Operating Officer) Megan Bishop (Board Support Coordinator); Michelle Bright (Board Support Manager); Sally Costerton (Senior Advisor to the President, Global Stakeholder Engagement); Samantha Eisner (Associate General Counsel); Tarek Kamel (Senior Advisor to the President, Government Engagement); David Olive (Vice President, Policy Development); Erika Randall (Senior Counsel); Amy Stathos (Deputy General Counsel); and Theresa Swinehart (Senior Advisor to the President on Global Strategy).

This is a preliminary report of the approved resolutions resulting from the Special Meeting of the ICANN Board of Directors, which took place on 11 October 2014.

  1. Main Agenda
    1. Appointment of 2015 Nominating Committee Chair-Elect
  2. Confidential Session


  1. Main Agenda:

    The Chair introduced the limited agenda for the meeting, and the Board considered the recommendation from the Board Governance Committee.

    The Board took the following action:

    1. Appointment of 2015 Nominating Committee Chair-Elect

      Whereas, the Board Governance Committee (BGC) reviewed the Expressions of Interest from candidates for the 2015 Nominating Committee ("NomCom") Chair and Chair-Elect, considered the results of a 360-degree evaluation of the 2014 NomCom leadership, and evaluated responses to questions posed by the BGC to each candidate.

      Whereas, on 9 September 2014 the Board appointed Stéphane Van Gelder as the 2015 NomCom Chair, and deferred appointing a Chair-Elect pending interviews of some of the candidates.

      Whereas, the since 9 September 2014, BGC members have interviewed a short-list of candidates for the 2015 NomCom Chair-Elect position and has recommended that the Board appoint Ron Andruff as the Chair-Elect.

      Resolved (2014.10.11.01), the Board hereby appoints Ron Andruff as the 2015 Nominating Committee Chair-Elect.

      Twelve members voted in favor of Resolution 2014.10.11.01. One voting member abstained from voting on the Resolution and three voting directors were unavailable for the vote. The Resolution carried.

      Rationale for Resolution 2014.10.11.01

      ICANN's Bylaws require the Board to appoint the Nominating Committee (NomCom) Chair and NomCom Chair-Elect. See Article VII, sections 2.1 and 2.2 at http://www.icann.org/en/general/bylaws.htm#VII. The Board has delegated the responsibility for recommending the NomCom Chair and Chair-Elect for Board approval to the Board Governance Committee (BGC). See BGC Charter at http://www.icann.org/en/committees/board-governance/charter.htm. The BGC twice posted a call for expressions of interest (EOI) (see (https://www.icann.org/news/announcement-2-2014-07-01-en), received and reviewed EOIs, oversaw a 360-degree evaluation of the 2014 NomCom leadership and conducted interviews with some of the candidates for the 2015 NomCom Chair-Elect.

      On 9 September 2014, the Board appointed Stéphane Van Gelder as the 2015 Nominating Committee (NomCom) Chair. (See https://www.icann.org/resources/board-material/resolutions-2014-09-09-en#1.a). The Board acknowledged at that time that the BGC was still in the process of interviewing some candidates for the 2015 Nominating Committee (NomCom) Chair-Elect, so the Board deferred its appointment of this position pending completion of the process, which has now concluded.

      The BGC made its recommendation after careful consideration and discussion. The Board has considered and agrees with the BGC's recommendation for the 2015 NomCom Chair –Elect. The Board would like to thank all who expressed interest in becoming part of the NomCom leadership.

      Appointing a NomCom Chair-Elect identified through a public EOI process positively affects the transparency and accountability of ICANN, as well as supports ICANN's overall mission. Adopting the BGC's recommendation has no financial impact on ICANN that was not otherwise anticipated, and will not negatively impact the security, stability and resiliency of the domain name system.

      This is an Organizational Administrative Function for which public comment is not required.

  2. Confidential Session

    The Board held a confidential portion of the session, without staff present, relating to employment matters.

Published on 21 October 2014