ICANN Board

The ICANN Board is responsible in exercising the authority of the Internet Corporation for Assigned Names and Numbers and controlling its business affairs and properties by virtue of a majority vote by its members present during annual, regular, or special meetings where there is a quorum. The ICANN board is internationally represented as set forth by ICANN's bylaws, which maintains that at least one director represents each geographic region (Europe, Asia/Australia/Pacific, Latin America/Caribbean islands, Africa and North America) and no region have more than five Directors on the Board. Until December 8th, 2011 the board was largely volunteer based and most of its members were not compensated; the President and CEO, and the Chairman of the Board were the only two paid members. Issues of compensation have been a long-standing topic of debate within ICANN circles, and in December, 2011, the board voted to compensate each member $35,000 per year.

Composition

The ICANN Board is composed of 16 voting Directors and 5 non-voting Liaisons. Only the Directors have the power to determine the existence of a quorum and the validity of votes taken by the Board of Directors.

Directors Duties

A member of the Board of Director's primary duty is to act in the best interest of ICANN and not as representatives of the entities that selected them, their employers, or any other organizations or constituencies.

Selection of the Board

The Nominating Committee is responsible for selecting the eight voting members who take seats 1 through 8; the Address Supporting Organization selects Directors who occupy Seats 9 and 10; the Country-Code Names Supporting Organization selects Directors for Seat 11 and Seat 12; the Generic Names Supporting Organization selects two directors for seats 13 and 14, while one director represents the At-Large Community who will take seat 15 and the ex officio President will occupy the 16th seat of the ICANN Board.

The Chairman and Vice Chairman of ICANN are elected from the 16 Directors; the President is not a candidate.

Non-Voting Liaisons

An additional 5 seats are held for non-voting liaisons. These liaisons are given access to the same materials and are a part of the board's debates; they represent various specialty and advisory organizations and provide valuable input and reactions to ICANN deliberations. The seats are determined as follows:

• One liaison is to be appointed by the Governmental Advisory Committee
• One liaison is to be appointed by the Root Server System Advisory Committee
• One liaison is to be appointed by the Security and Stability Advisory Committe
• One liaison is to be appointed by the Technical Liaison Group
• One liaison is to be appointed by the Internet Engineering Task Force

Criteria for Directors

Based on the Bylaws of ICANN, any individual who will be selected to serve the ICANN Board must possess the following criteria:

• Accomplished with integrity, objectivity, intelligence and a reputation for sound judgment, open minded, and demonstrated capacity for thoughtful group decision-making;
• Must have an understanding of ICANN's mission and the potential impact of ICANN decisions on the global Internet community, and committed to the success of ICANN;
• Able to produce a broad cultural and geographic diversity of the Board and must be consistent with meetings the other criteria set forth by the ICANN Bylaws
• Must have personal familiarity with the operation of gTLD registries and registrars, ccTLD registries,IP address registries, Internet technical standards and protocols, policy-development procedures, legal traditions, public interest; and a broad range of business, individual, academic, and non-commercial users of the Internet;
• Must be willing to serve as volunteers, without compensation other than the reimbursement of certain expenses; and
• Able to work and communicate in written and spoken English.

Resignation/Removal of Members of the Board

Any member of the Board either a Director or non-voting liaison may resign at anytime by expressing an oral resignation during a Board meeting, which needs to be followed with a written resignation, or by submitting a written notice to the President or the Secretary of ICANN. The resignation will be effective at the specified time. Acceptance of the Board is not necessary to make the resignation effective.

Meanwhile, any director will be removed from the Board by a 3/4 majority vote of all the directors. The director under removal proceedings is not entitled to vote or be counted as a voting member when determining the 3/4 vote. Each vote to remove a Director shall be treated as a separate vote based on the single question of removing a particular Director. A notice must be provided to the organization that selected the director is being removed.

Any non-voting liaison may be removed from the Board with the exception of the liaison appointed by the Governmental Advisory Committee by a 3/4 majority vote from the Directors. A notice must be provided to the liaison being removed and to the selecting organization. If the organization fails to immediately remove its liaison after the notice, the Board has the option to request the Advisory Committee to consider replacing the removed liaison based on a 3/4 majority vote which determines that the action is appropriate.

Meetings

The ICANN Board conducts annual meetings at the main office of ICANN or any appropriate venue chosen by the Board; it must be held within 14 months of the previous annual meeting. Regular meetings are determined by the Board and special meetings are conducted when 1/4 of the members of the Board submit a request, or when a request comes from the Chairman of the Board or the President.The Secretary of ICANN will make the call for special meeting at a designated venue or at the ICANN main office. The Board needs a quorum to be able to proceed or act on a particular issue during an any meeting. If there is no quorum, the meeting is to be adjourned.

Issues of Transparency

There is a constant tension between keeping ICANN Board decisions and meetings transparent to all stakeholders and holding private discussions related to staffing information and publicly detrimental issues. The board has run a number of reviews, both internal and external, including a Board review in 2008, and the creation of an Accountability and Transparency Review Team to make recommendations to improve its internal processes and external communications. The team's first report was due at the end of 2010, and it is to continue to review and report at least every three years on the implementation of its previous findings and the identification of other discrepancies. With regards to the board, the review team had two separate working groups, one looking at governance, performance and composition, and the other looking at the review mechanisms in place for its decisions. A number of important recommendations were made, perhaps most notably on the issue of transparency it found that:

"Commencing immediately, the Board should promptly publish all appropriate materials related to decision making processes – including preliminary announcements, briefing materials provided by staff and others, detailed Minutes, and where submitted, individual Directors’ statements relating to significant decisions. The redaction of materials should be kept to a minimum, limited to discussion of existing or threatened litigation, and staff issues such as appointments".

In July, 2011, the ATRT issued a follow-up to its initial findings, documenting the reaction that ICANN and the board have had to its original report. At that time, it was noted that most of their recommendations, including all those related to greater board transparency, had been accepted and were being implemented. The report features a detailed chart showing plans and timelines for the implementation of each individual recommendation, that report can be found here.

Still, issues of transparency persist. Kieren McCarthy has been pressing ICANN to release information of the board meetings that took place immediately prior to CEO Rod Beckstrom's announcement that he would be leaving ICANN in 2012. While ICANN has confirmed a certain number of meetings, and has confirmed that certain board members participated therein, its clarifactions have largely been devoid of details. He is pursuing this information in the hopes of confirming his hypothesis that the ICANN Board effectively fired Mr. Beckstrom by not offering to extend his contract.

ICANN has had this issue since the beginning, and it was immediately criticized for its closed door meetings. An original board member, Hans Kraaijenbrink, defensively argued that the U.S. executive branch does not meet in public and that "decision making cannot be done in full, public view". ICANN's first chair, Esther Dyson, tackled the issue head on and held public forums to address the concerns over closed door meetings and made progress with regards to creating greater transparency despite the objections of much of the board.

Current Board of Directors

Voting Directors

• Steve Crocker, Chairman, selected by the Nominating Committee
• Bruce Tonkin , VIce-Chairman, selected by the GNSO
• Akram Atallah, Interim President and CEO
• Sebastien Bachollet, selected by At-Large
• Cherine Chalaby, selected by the Nominating Committee
• Chris Disspain, selected by the ccNSO
• Bill Graham, selected by the GNSO
• Bertrand de la Chapelle, selected by the Nominating Committee
• Erika Mann, selected by the Nominating Committee
• Gonzalo Navarro, selected by the Nominating Committee
• Raymond A. Plzak, selected by the ASO
• Rajasekhar Ramaraj, selected by the Nominating Committee
• George Sadowsky, selected by the Nominating Committee
• Michael Silber, selected by the ccNSO
• Judith Duavit Vazquez, selected by the Nominating Committee
• Kuo-Wei Wu, selected by the ASO

Liaisons

• Suzanne Woolf, RSSAC Liaison
• Ram Mohan, SSAC Liaison
• Thomas Narten, IETF Liaison
• Heather Dryden, GAC Liaison
• Thomas Roessler, TLG Liaison

Compensation

Following a number of reviews, the ICANN Board began proposing changes to its bylaws to allow its Board's directors to be compensated for their service. Until December, 2011, the board had been a voluntary position, with the CEO/President and the Chair of the Board being the only two paid members. Board members were reimbursed for travel expenses and other costs related to their work.

In December, 2010, the Accountability and Transparency Review Team recommended that the ICANN Board "expeditiously implement the compensation scheme for voting Directors as recommended by the Boston Consulting Group adjusted as necessary to address international payment issues, if any". At the March, 2011 meeting in San Francisco, the board voted to adopt the ATRT's recommendations, including the compensation proposition. However, the issue continued to be controversial with ICANN legal staff recommending against the measure.

Following the quick move of ICANN board Chairman, Peter Dengate Thrush, to a new gTLD consultancy, Minds + Machines, weeks after he voted to approve new gTLDs, issues with the board's compensation and their checks against conflicts of interest were once again raised. In one of six non-papers written by the European Commission, in August, 2011, they suggest compensating board members as part of a larger package to ensure that future conflicts of interest are not allowed or encouraged.

This came to a head during the Board's December 8th, 2011 meeting. They passed a measure to compensate each member $35,000 per year.

Conflicts of Interest

ICANN has never had a clear conflicts on interest policy, or any regulations in place that would prevent its most important staff members and its directors from moving directly into employment within the industry. This is an issue given the fact that these people of power influence the decisions and market-power of ICANN, and thus they could help create programs and policies that they could then go on to financially benefit from. This notably came to a head in 2011, when a prominent staffer and the Chairman of the Board left ICANN for employment in the industry. Both were involved in developing ICANN's new gTLD program, and both went on the be employed in new gTLD related ventures.

The Chairman of the board in question was Peter Dengate Thrush, who led the directors to the historic approval of a new gTLD program and timeline at ICANN 41 in Singapore. This was his final meeting as Chairman of the board due to the determined term limits. Mr. Thrush went on, weeks later, to become the Executive Chairman of Top Level Domain Holdings, the parent company of new gTLD registry and consultancy, Minds + Machines. He was the first chair to move directly into a high-paying, domain name industry job.

Following Mr. Thrush's move to Minds + Machines, a number of outside organizations and ICANN stakeholders called for a concrete ethics policy to be set in place, these include: U.S. Senator Ron Wyden, the Association of National Advertisers, The European Commission, The U.S. Department of Commerce, the French government, and other IP and industry organizations. ICANN's CEO, Rod Beckstrom had previously noted at the opening ceremony to ICANN 42, even before Peter Dengate Thrush moved on, that he was encouraged by the fact that the ICANN community was moving to fix the lack of clear ethics rules within the organization. AusRegistry's CEO, Adrian Kinderis, later noted the converse fact that without clear ethics policies he and his industry would continue to go after ICANN's most knowledgeable and prepared individuals for their own gain.

Following these developments, ICANN announced it would hire outside ethics experts to review its policies and make recommendations. The decision was made during a September, 2011 meeting of the Board Governance Committee. This resulted in a new Conflict of Interest Policy for members of the Board and others, released on December 8th, 2011, and effective immediately. The policy requires disclosure to the Board Governance Committee of any and all potential conflicts of interest, and subsequent abstention from ICANN activities related to the conflict of interest. Board Members also may not join business with a new gTLD registry until 12 months after the registry's application has been voted on.

New gTLD Votes

A prominent example of ICANN Directors excusing themselves from voting per the new COI policies occurred at a Board meeting held in February, 2012. At that meeting, the board had a matter related to confirming a second round of new gTLDs in front of them, and 7 directors abstained from voting as per the new COI policy. Those directors were: Steve Crocker (CEO of consulting firm, Shinkuro), Bruce Tonkin (CSO at Melbourne IT), Sébastien Bachollet (CEO of BBS International Consulting), Bertrand de la Chapelle (International Diplomatic Academy), Thomas Narten (Senior Engineer, IBM), Ram Mohan (Non-voting Member, EVP at Afilias), and Suzanne Woolf (Non-voting Member, ISC). Two directors, Kuo-Wei Wu and Thomas Roessler, had previously abstained at a December vote related to new gTLDs, but were once again declaring no conflict at the February meeting.