ICANN is seeking public comments on proposed Terms of Reference, which detail questions that would guide the independent review of ICANN's Nominating Committee. The public comment period will last from 12 December 2006 to 11 January 2007. Send comments to: <firstname.lastname@example.org>. View comments at: <http://forum.icann.org/lists/nomcom-review-tor/>.
ICANN's Board Governance Committee (BGC) approved a proposed plan for the Nominating Committee review, and ICANN's Board agreed and directed staff to post proposed Terms of Reference for public comments.
The independent review of the Nominating Committee will be conducted in an objective way by an independent evaluator, under guidance from the Board on the review’s Terms of Reference, and with opportunity for public review and comment on both the Termis of Reference and on the results of the review. The review also will be conducted with guidance of a "NomCom Review Advisory Committee," which will be appointed by the Board.
The review of the Nominating Committee is designed to determine, in general whether that organization has a continuing purpose in the ICANN structure, and, if so, whether any change in structure or operations is desirable to improve its effectiveness. The review would address key issues such as: whether the Nominating Committee process is the best way to achieve an appropriate and effective balance of board, council and committee members with broad public interest who are knowledgeable about ICANN and its responsibilities; whether the Nominating Committee composition is appropriate; whether elements of the Nominating Committee’s work should be more transparent; whether the selection criteria are adequate; and whether the outreach conducted is adequate.
Included below are proposed Terms of Reference, which detail the proposed questions that would guide the review.
Nominating Committee Review – Proposed Terms of Reference
In accordance with Article IV, Section 4, Clause 1 of ICANN bylaws, the review of the Nominating Committee (NomCom) is designed to determine:
- Whether that organization has a continuing purpose in the ICANN structure; and
- If so, whether any change in structure or operations is desirable to improve its effectiveness.
Purpose of NomCom
The purpose of having a Nominating Committee has been described as follows:
"A central rationale for using a Nominating Committee to select a portion of the ICANN leadership bodies is to balance the other representation-based selection of Directors and council and committee members with a selection of those who will place the broad public interest ahead of any particular interests, and who are nevertheless knowledgeable about ICANN, its communities and responsibilities."
Some key questions that the review should consider include:
1. Is the Nominating Committee achieving its purpose? Is its purpose furthering ICANN’s mission and objectives?
2. Is the Nominating Committee process the best way to achieve an appropriate and effective balance of board, council and committee members with broad public interest who are knowledgeable about ICANN and its responsibilities? What other methods could be considered and what are their benefits and drawbacks?
3. What are the implications of increased emphasis on Board Governance following such initiatives as the Sarbanes-Oxley Act? (This US law made significant changes to financial practice and corporate governance regulation, and introduced stringent new rules regarding corporate disclosures.)
4. Does the Nominating Committee process deliver the sorts of board, council and committee members expected by key international stakeholders?
5. Is it sensible that, rather than nominate a slate of candidates, a Nominating Committee should actually designate key figures for some other process to select, for instance by the Board, Council and Committee Chairs?
The Nominating Committee comprises 23 members, 17 voting, and 6 non-voting. The Chair is appointed by the Board, the Associate Chair is appointed by the Chair, and the previous Chair serves a second term as an Advisor to the new Chair. None of these positions are voting.
6. Is the NomCom subject to capture?
7. Should there be a distinction between voting and non-voting members?
8. Does the committee adequately reflect the ICANN community?
9. Does the committee in any way over-represent or under-represent sectors of the ICANN community?
10. Are the members of the committee adequately skilled to conduct the work?
11. Do committee members have a good understanding of ICANN and its challenges?
12. Is the volunteer nature of the work a deterrent to participation?
13. Should there be representatives from outside the current ICANN community on the Nominating Committee?
14. Is 23 a workable number? Should the committee be smaller in size, or be in part populated by members of the respective entities for whom it is choosing NomCom appointees (e.g. for the Board, have Board members involved)?
The NomCom procedures are published, but much of the Committee’s work is not public.
15. Are there elements of the NomCom work which should be more transparent?
16. Are decisions made in accordance with published procedures?
17. Are there adequate safeguards to deal with potential conflicts of interest between NomCom members and candidates?
18. Are there clear standards for identifying conflicts that need to be disclosed and procedures for how to handle, when to recuse, etc.?
19. What role should supporting staff have in supporting the NomCom?
20. Should there be a mechanism for unsuccessful candidates to seek a review of NomCom decisions?
21. How should openness and transparency be balanced with personally sensitive information?
22. Continuity of material from year to year – i.e., should the current committee have knowledge of history, previous year’s information and rationale for decisions or should they work from a blank slate each year?
The criteria for candidates are the same for the Board Director positions and those of the Councils and ALAC vacancies.
23. Are the selection criteria as described in the bylaws adequate?
24. Should the criteria be tailored to specific positions, i.e. distinction between Board of Director positions and the others?
25. Does the statement of interest provide the NomCom with the necessary information to make decisions?
26. Does the overall composition of the slate for any given year influence decision making in the Board and constituency bodies? In the NomCom itself?
27. Are potential candidates deterred because of the time involved but no remuneration?
28. Do the reference forms and reference process provide the NomCom with sufficient information to make decisions?
29. Should verbal references be conducted with all candidates?
30. Is the outreach conducted adequate?
31. What is the ultimate aim of outreach, more candidates or quality candidates, candidates known in the ICANN community versus "new blood"?
32. What percentage of new candidates are submitting SOIs each year?
33. What is the distribution of the geographic representation of candidates?
34. What is the extent of candidate fatigue?
35. How can ICANN generate candidate interest in volunteering for positions that demand high levels of commitment and responsibility?
36. Is enough known about ICANN to attract quality candidates?
37. How does one attract candidates who may not know much (or anything) about ICANN? How desirable is it to do this, and for what reasons?
38. Should there be feedback to candidates applying multiple years in a row?
39. Is the NomCom adequately resourced to undertake the task?
40. What are the costs associated with the process?
41. Is the NomCom process providing value for money?
42. Does the NomCom process produce the candidates ICANN needs to be successful? Is the NomCom process achieving the objectives of identifying candidates that provide the Board and SO’s with appropriate candidates as identified in the objectives of creating the NomCom?
43. What are the appropriate standards for staff relationship to the NomCom (i.e., support role, non-involvement in decision-making, etc.)?
44. Do the NomCom appointees fill the intended roles in the various ICANN structures – that is, do they represent the interests of the community as a whole rather than particular interests?
45. Is there a mechanism to ensure the SoI’s and conflict statements are fully considered before the candidates undergo the NomCom review process is the composition of the NomCom prone to capture?
46. Is the composition of the NomCom such that new NomCom members can be attracted and can, in turn, attract new candidates candidates?
47. Is the composition of the NomCom attracting non-traditional ICANN participants – that is, should the appointments to the NomCom come from the SO’s and existing structure. Or from some other source? If so, which sources might be of interest and useful in the context of the meeting the goals of the NomCom process?
As well as addressing the above questions the review should make any recommendations it thinks fit to assist the ICANN community to consider the best path forward vis-à-vis the nominating process.