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ICANN 董事会拒绝同意公共利益注册管理机构 (Public Interest Registry, PIR) 变更控制权

2020 年 04 月 30 日
作者：
Maarten Botterman

Maarten Botterman

ICANN Board Member

Maarten Botterman is an independent strategic adviser on Internet governance and related issues with more than 25 years' experience in guiding governments and major organizations on the economic, business, and societal impacts of current and future Internet innovations and technologies. During those 25-plus years, he participated in and led more than 50 international projects and studies and published more than 80 peer-reviewed reports for governments and industry on Future Net issues with teams, including experts with advanced academic degrees from many disciplines, ranging from technology and mathematics to economics and law, and from many different countries and cultures.

Maarten was employed as Head of Unit and Senior Adviser to the Dutch Government (1987–1995) and as Scientific Officer to the Communications Technology Research program that was run by the European Commission (1995–1999). These years brought many insights about the public interest and governance aspects of the developing global, networked knowledge society. These insights were further deepened when working for RAND Corporation, setting up and running an Information Society policy practice in Europe (1999–2006), with an emphasis on policy evaluation and scenario planning. Since 2006, he has been working as an independent strategic adviser to governments and businesses in close cooperation with leading independent research institutions in Europe (including RAND Europe, TNO Netherlands, DTI Danmark, Inno France, and CIVIC Germany). Today, he is internationally recognized as a governance and future Internet expert and is a regular contributor to international Internet governance events such as the Internet Governance Forum, where he is leading the Dynamic Coalition for the Internet of Things.

Next to advising the Dutch government and the European Commission on Internet governance issues, he got deeply involved in ICANN's work as a Board member and Chairman of the Public Interest Registry (2008–2016), over time actively participating in more than 40 ICANN meetings. Having worked internationally since 1995, he has extensive experience in working with people from different national and cultural backgrounds, and is comfortable in engaging in English, German, French, and Dutch (mother tongue). He has a reputation as an independent, trustworthy, out-of-the-box thinker who is able to look at issues from several perspectives with strong awareness of the bigger picture. Having served on boards and having reported to boards, he has extensive experience with effective board governance and the responsibilities and obligations that come with a director's position on a U.S. nonprofit board. Over the years, he has been a frequent guest speaker and/or moderator, mostly at smart technology-related events.

Maarten holds an advanced degree in business economics from Erasmus University Rotterdam. He is a certified coach and has a certificate in medical-based knowledge, both of which help in better understanding of what drives people in decision-making and going through life. In addition, he has completed several board excellence trainings with internationally renowned institutions, including Harvard Business School, INSEAD, IMD, MIT, Yale School of Management, and Northwestern's Kellogg School of Management. His areas of interest include government, civil society, and technology.

Maarten is based in Rotterdam, Netherlands. He was nominated to serve on the ICANN Board by the Nominating Committee in 2016 and served as Board Chair from 2019 until 2022. His third and final term will expire at the Annual General Meeting in 2025.

ICANN 董事会于今天决定拒绝同意公共利益注册管理机构 (Public Interest Registry, PIR) 向 ICANN 提交的拟定控制权变更和实体转型请求。

ICANN 董事会在完成了一轮全面深入的尽职调查后，认为拒绝同意国际互联网协会 (Internet Society, ISOC) 将 PIR 转让给 Ethos Capital 公司是一项合理正确的决定。

ICANN 的使命是确保互联网唯一标识符系统的稳定安全运营。我们致力于做出正确的决定，并深知不论我们做出什么决定，都会遇到支持和反对意见。我们的职责要求我们按照《ICANN 章程》和各类政策的角度权衡考量所有因素，包括考量全球公共利益。我们努力地践行这一职责，确保尽可能地保持流程透明，并在此期间诚邀利益相关方们积极建言献策。

2019 年 11 月 13 日，PIR 宣布其上层组织国际互联网协会 (ISOC) 与 Ethos Capital 公司达成了一份协议。在这份协议中，Ethos Capital 将从 ISOC 处收购 PIR 及其下属全部资产。根据这份协议，PIR 还将从一家宾夕法尼亚州非营利企业转型为一家宾夕法尼亚州营利型有限责任公司。ISOC 编制和同意的交易详情目前处在审核之中。

2019 年 11 月 14 日，PIR 在 Ethos Capital 公司与 ISOC 达成拟定交易之前，正式向 ICANN 提交了《关于间接控制权变更和实体转型的通知 (Notice of Indirect Change of Control and Entity Conversion)》。自 2003 年以来，PIR 一直作为一家非营利机构运营着".ORG"通用顶级域 (gTLD) 和其他六个 gTLD。根据 gTLD《注册管理机构协议》，ICANN 必须同意或拒绝同意拟定控制权变更请求，且做出决定的截止时间为 2020 年 5 月 4 日。

ICANN 的职责在于评估 PIR 提出有关间接控制权变更和实体转型请求的合理性。鉴于此，ICANN 评估了与拟定交易相关的大量丰富的信息，具体包括：交易结构、融资事务、Ethos Capital 的其他筹资来源、所涉及的相关方、宾夕法尼亚州权威机构所扮演的角色、与财务资源和运营和技术能力相关的信息、在 Ethos Capital 公司控制之下的新的营利型 PIR 是否能够及时响应非商业社群的需求、".ORG"社群根据拟定交易向 PIR 或 ISOC 提出了什么建议、这个社群的建议如何反映在转型后的 PIR 的运营过程之中。

在整个流程中，ICANN 董事会经过深思熟虑、全面考量，以决定根据 PIR 的《注册管理机构协议》，ICANN 做出同意或拒绝同意拟定控制权变更请求的决定是否合理。在做出决定前，董事会完成了以下事务：

  • 执行了一轮全面尽职调查
  • 在 ICANN 发出了三份请求获得更多信息的文件后，收取并审核了来自 PIR、ISOC 和 Ethos Capital 提供的长达数百页的文件和回复
  • 听取了 ICANN 组织提交的详细报告
  • 收取并考量了来自利益相关方提交的 30 多份信函
  • 考量了 ICANN67 届公共论坛中社群发表的意见；并在收到了 PIR 提交的公共利益承诺后，考量了社群和其他成员发表的意见
  • 考量了加州检察长办公室于 2020 年 4 月 15 日发送给 ICANN 的函件中的意见表述

摆在董事会面前的是一项极其特殊和复杂的事务——这影响着规模最大的注册管理机构之一（旗下注册有 1,050 多万域名）。ICANN 董事会在完成评估工作后，认为多种因素会给全球第三大 gTLD 注册管理机构的未来发展带来令人无法接受的不确定性，因而拒绝同意这一请求更加符合公共利益。用于决定该请求是否合理的各项因素包括，但不仅限于：

  • 将 PIR 原本服务于根本公共利益的本质变更为服务于企业股东利益，且没有任何有意义的计划用来保护或服务".ORG"的社群。
  • ICANN 被要求同意接受一份涉及完全不同的实体形式的合同，而不是同意维持".ORG" 注册管理机构近 20 年来尽职尽责执行的一份以使命为基础的非营利性合同，而后者负责遵照其使命和作为一家非营利实体致力于保护其社群。
  • 承担 3.6 亿美元的债务会迫使 PIR 致力于偿还债务，并为其股东争取收益，这将提出后续问题：".ORG"的注册人将如何受到保护，或他们将如何从这次转型中收益。这是一家非营利实体对其财务立场进行的根本性调整。
  • 其他不确定性还包括：未经证实有效的管理监督理事会可能无法保证适当的独立性；或者，PIR 为何需要改变其企业形式来执行新的商业计划。
  • 拟定交易会导致当".ORG"社群和注册管理运行机构之间产生争议后，仰赖 ICANN 充当最终的争议解决执行人，且这种做法也未经证实有效。

董事会的全体成员均对本决定表示支持。我们在经过了全面尽职调查和充分讨论后，认为这是一个正确的决定。我们认识到某些人员会对这一决定感到不满，我们敦促所有相关方寻找一种健康的推进方式，重点关注如何为".ORG"的社群尽可能地提供最佳支持。

董事会要衷心感谢全球社群和利益相关方们的积极参与。

如需查看详细叙述本决定的决议和理由，请参考此处。

Authors

Maarten Botterman

Maarten Botterman

ICANN Board Member
Maarten Botterman

Maarten Botterman

ICANN Board Member

Maarten Botterman is an independent strategic adviser on Internet governance and related issues with more than 25 years' experience in guiding governments and major organizations on the economic, business, and societal impacts of current and future Internet innovations and technologies. During those 25-plus years, he participated in and led more than 50 international projects and studies and published more than 80 peer-reviewed reports for governments and industry on Future Net issues with teams, including experts with advanced academic degrees from many disciplines, ranging from technology and mathematics to economics and law, and from many different countries and cultures.

Maarten was employed as Head of Unit and Senior Adviser to the Dutch Government (1987–1995) and as Scientific Officer to the Communications Technology Research program that was run by the European Commission (1995–1999). These years brought many insights about the public interest and governance aspects of the developing global, networked knowledge society. These insights were further deepened when working for RAND Corporation, setting up and running an Information Society policy practice in Europe (1999–2006), with an emphasis on policy evaluation and scenario planning. Since 2006, he has been working as an independent strategic adviser to governments and businesses in close cooperation with leading independent research institutions in Europe (including RAND Europe, TNO Netherlands, DTI Danmark, Inno France, and CIVIC Germany). Today, he is internationally recognized as a governance and future Internet expert and is a regular contributor to international Internet governance events such as the Internet Governance Forum, where he is leading the Dynamic Coalition for the Internet of Things.

Next to advising the Dutch government and the European Commission on Internet governance issues, he got deeply involved in ICANN's work as a Board member and Chairman of the Public Interest Registry (2008–2016), over time actively participating in more than 40 ICANN meetings. Having worked internationally since 1995, he has extensive experience in working with people from different national and cultural backgrounds, and is comfortable in engaging in English, German, French, and Dutch (mother tongue). He has a reputation as an independent, trustworthy, out-of-the-box thinker who is able to look at issues from several perspectives with strong awareness of the bigger picture. Having served on boards and having reported to boards, he has extensive experience with effective board governance and the responsibilities and obligations that come with a director's position on a U.S. nonprofit board. Over the years, he has been a frequent guest speaker and/or moderator, mostly at smart technology-related events.

Maarten holds an advanced degree in business economics from Erasmus University Rotterdam. He is a certified coach and has a certificate in medical-based knowledge, both of which help in better understanding of what drives people in decision-making and going through life. In addition, he has completed several board excellence trainings with internationally renowned institutions, including Harvard Business School, INSEAD, IMD, MIT, Yale School of Management, and Northwestern's Kellogg School of Management. His areas of interest include government, civil society, and technology.

Maarten is based in Rotterdam, Netherlands. He was nominated to serve on the ICANN Board by the Nominating Committee in 2016 and served as Board Chair from 2019 until 2022. His third and final term will expire at the Annual General Meeting in 2025.

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