From ICANNWiki
Revision as of 20:09, 23 March 2015 by Simoncousins (talk | contribs)
Jump to: navigation, search
This article is neutral, but is sponsored by Registry.Africa (ZACR),
an ICANN supporter and applicant for a new .africa gTLD.
Read more about their plans here.
ICANNWiki Silver Sponsor

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.[1] 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. [2] 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,[3] and in December, 2011, the board voted to compensate each member $35,000 per year.[4]

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.[5]

Current Board of Directors

Voting Directors


Selection of the Board

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.[6]

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.

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:[7]

  • 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.

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:[8]

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.[9]

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.


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.[10] 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.[11] 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".[12]

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.[13]

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.[14]


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.[15]

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."[16] 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.[17]

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.[18]

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.[19]

Conflicts of Interest

For most of its history, ICANN did not have a clear conflicts of interest policy, or any regulations in place that would prevent its top staff members and directors from moving directly into employment within the industry, although these people had a direct influence on the decisions and market power of ICANN and the surrounding industry. This notably came to a head in 2011, when a prominent staffer and then 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.[20]

Peter Dengate Thrush, then-Board Chairman, led ICANN's 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 then 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.[21]

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.[22] 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.[23]

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.[24] 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.[25] Board Members also may not join business with a new gTLD registry until 12 months after the registry's application has been voted on.[26]

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.[27]

Rod Beckstrom Speaks Against the Board and NomCom

At the opening ceremony for ICANN 43 in San Jose, Costa Rica, Rod Beckstrom criticized the Board and NomCom for their insularity. He said, "ICANN must be able to act for the public good while placing commercial and financial interests in the appropriate context. How can it do this if all top leadership is from the very domain name industry it is supposed to coordinate independently?” He claimed that the NomCom's structure poses a significant threat to ICANN, and stated that the Committee, which appoints half of the Board's voting Directors, should be "free of conflicts," and should appoint candidates that are “financially independent of the domain name industry." He said that ideally, a fully independent and non-conflicted NomCom should be in place before the nominations for the next round of Board appointments begins.[28]

The industry response to his speech was mixed. While some chalked it up to the former CEO attempting to shift attention away from his own failures,[29] others noted that some of his statements were based in truth. Kieren McCarthy pointed out in his response to the speech that some of the Board's seats have been occupied by the same person or rotating sets of people for almost a decade, and that a few had been appointed to the Board from other leadership positions within ICANN. Only five of the 21 Members of the Board, at the time of the speech, had come from outside of ICANN's internal groups, and all five of those delegates had been selected by the NomCom, who themselves were chosen from within ICANN. McCarthy also noted that outside voices are frequently ignored or overruled by the Board and the NomCom, including mandatory independent reviews.[30]

Chinese version of this page/本页中文版


ICANN董事会负责行使互联网名称与数字地址分配机构(Internet Corporation for Assigned Names and Numbers)的权力并且根据其成员出席具有法定人数要求的年会、例会或特别会议中的多数票表决结果管理其商务事宜和财产。[31] ICANN董事会在全球的代表按照ICANN章程的规定设立,既保持每一个地理区域(欧洲、亚洲/澳洲/太平洋、拉丁美洲/加勒比岛、非洲和北美洲)至少由一名董事代表,任何地区的董事会成员不得超过五位。[32]在2011年12月8日以前,ICANN董事会的大部分成员都是以志愿者的身份并且没有报酬;总裁兼首席执行官,以及董事会主席是仅有的获取报酬的两位成员。报酬问题是ICANN内部长期存在争议的问题,[33] 2011年12月,ICANN董事会投票决定向每位成员每年支付35,000美元的报酬。[34]







提名委员会负责推选8位表决成员,席位序号为1至8,地址支持组织推选的董事席位序号为9和10,国家代码域名支持组织推选席位序号为11-12的董事,通用名称支持组织推选序号为13和14的两位董事,一名董事代表一般会员团体占据序号为15的席位,而当然总裁(ex officio President)将占据ICANN董事会的第16个席位。




  • 具备正直、客观、智力能力以及正确的判断力、思想开放并且具有从全局出发制定决策的能力;
  • 必须了解ICANN的使命以及ICANN决策对全球互联网社区的潜在影响,并且致力于实现ICANN的成功;
  • 能够促成董事会多样化的文化和地域特征,并且必须符合满足ICANN章程规定的其他标准;
  • 本身必须熟悉通用顶级域注册局和注册商、国家代码顶级域注册局、IP地址注册局、互联网技术标准和协议、政策开发流程、法律传统、公共利益的运作;并且了解互联网上的各类企业、个人、学者和非商业用户。
  • 必须愿意以志愿者的身份工作,除了报销特定费用外不索取报酬;而且
  • 能够在工作和沟通中用英语进行书面和口语操作。






除了董事会通过3/4大多数投票选出的由 政府咨询委员会委派的联络人之外,任何无表决权联络人都可以从董事会被免职。必须向即将被免职的联络人及其推选组织提交通知。如果该组织在收到通知后未能立即罢免其联络人,则董事会有权要求咨询委员会根据“3/4投票判定合理性原则”考虑更换被免职的联络人。





“’’从即刻开始,董事会应当马上公布所有与决策制定过程有关的相关材料 —— 包括初步公告、由员工和其他人员提供的简报材料、详细的会议记录,以及提交的董事个人对重要决策的申明。对材料的修订应尽量减少,限于对现有诉讼或者诉讼威胁,以及人事问题,比如任命的讨论。’’” [42]


但是,透明度的问题依旧存在。Kieren McCarthy一直督促ICANN公开在CEO Rod Beckstrom宣布其将于2012年离开ICANN这一申明之前举行的董事会议的信息。虽然ICANN已经印证了一定数量的会议,并且证实了具体的参会董事会成员,其阐述还是缺乏细节信息。他认为ICANN董事会实际上是通过不和Beckstrom续约而辞退他,他试图找出这样的信息并且希望能确认他的假设。[43]

ICANN从一开始就存在这个问题,并且立刻因为它的不公开会议而受到批评。一位原董事会成员Hans Kraaijenbrink防卫性地辩称,美国行政部门不在公开场合举行会议,因而“决策制定无法以完整公开的方式进行。”ICANN的首任主席Esther Dyson正面地对该问题进行应对,并且组织了公开讨论以解决不公开会议产生的相关问题,还不顾董事会大部分成员的反对在提高透明度方面取得了进步。[44]



2010年12月,问责制和透明度评审组(ATRT)建议ICANN董事会“尽快按照波士顿咨询公司的建议,根据需要调整实施针对表决董事的报酬方案以解决存在的任何国际报酬问题。” [46]在2011年3月的旧金山会议上,董事会通过投票决定采纳ATRT的建议,包括报酬提议。然而,该问题依旧因ICANN法定员工持反对意见而存在争议。[47]

在ICANN董事会主席 Peter Dengate Thrush迅速易主一家新 通用顶级域咨询公司 Minds + Machines后,在其投票支持新通用顶级域数周后,董事会报酬问题以及他们的利益冲突核查问题再次显现。欧洲委员会提交了六份非正式文件,其中在2011年8月的一份文件中他们建议将补偿董事会成员纳入更大的体系中,以确保未来不会出现或鼓励利益冲突。[48]




当时的董事会主席Peter Dengate Thrush领导ICANN董事们在新加坡ICANN第41届会议上批准了具有历史意义的新通用顶级域项目及其时间表。根据既定的任期限制,这是他作为董事会主席参加的最后一次会议。Thrush先生在数周后成为了Top Level Domain Holdings的执行主席,该公司是新通用顶级域注册局和咨询公司Minds + Machines的母公司。他是直接转而获得域名行业高薪职位的首位主席。[51]

在Thrush先生易主Minds + Machines公司后,许多外部组织和ICANN利益相关者要求制定一项具体的道德约束政策,其中包括:美国议员Ron Wyden、美国广告主协会欧洲委员会、 美国商务部、法国政府和其他IP及行业组织。[52] ICANNN的CEO Rod Beckstrom早在ICANN42届会议的开幕仪式上,甚至是在Peter Dengate Thrush离开之前,就已经注意到ICANN社区即将在组织内部弥补伦理规范方面不清晰的缺陷,因此身受鼓舞。AusRegistry的CEO Adrian Kinderis之后注意到了相反的事实,在没有明确伦理政策的约束下,他和他所在的行业为了谋求自己的利益,将继续追求ICANN最资深和成熟的人员。[53]



ICANN董事根据新的利益冲突政策而放弃表决权的典型案例发生在2012年2月的一次董事会会议上。在此次会议中,董事会需要就一项关于确认第二轮新通用顶级域的事项进行表决,而7名董事则根据新的利益冲突政策放弃了表决权。这7位董事分别为: Steve Crocker (咨询公司 Shinkuro的CEO)、Bruce Tonkin Melbourne IT 的首席战略官)、Sébastien Bachollet ( BBS International Consulting的CEO)、Bertrand de la Chapelle (国际外交学院International Diplomatic Academy)、Thomas NartenIBM高级工程师)、Ram Mohan ( Afilias执行副总裁,无表决权成员)和Suzanne Woolf互联网系统协会(ISC)无表决权成员)。Kuo-Wei WuThomas Roessler两位董事在12月与新通用顶级域相关的表决中曾弃权,但是在2月的会议中又再次申明不存在利益冲突。[56]

Rod Beckstrom斥责董事会和提名委员会

在哥斯达黎加首府圣何塞举行的ICANN第43届会议开幕仪式上,Rod Beckstrom批评董事会和提名委员会的偏狭。他说:“ICANN必须能够代表公众的利益行事,而同时适当地兼顾商业和财务利益。如果它的所有高层领导都是来自本应由其独立协调的域名行业,又怎么能做到这一点呢?”他说提名委员会的结构已经对ICANN构成威胁,他还说,指派了董事会过半数表决董事的提名委员会理应“不存在利益冲突”,而且应该指派“财务上独立于域名行业”的候选人。他说,理想的状态是,提名委员会在下一届董事会任命提名开始之前达到完全独立和没有冲突的状态。[57]

行业内对他的言论意见不一。一些人将之归咎于前CEO试图将注意力从他自身的失败上转移开,[58] 而其他人注意到他的陈述是基于事实的。Kieren McCarthy 在他对此的回应中指出,部分董事会的席位已经由相同的人占据或人员轮流占据了近十年,而董事会被任命的人很少来自ICANN内部的其他领导职位。截至他回应时,董事会21位成员中只有5位是来自ICANN内部团体以外的,而这5位代表全部由提名委员会推选,提名委员会的所有人则由ICANN内部挑选。McCarthy还提到,外部的声音总是频繁被董事会和提名委员会忽略或否决,包括强制独立评审。[59]

Chinese translation of this page was provided thanks to Allegravita LLC.


  1. www.icann.org
  2. International Representation
  3. ICANN Advised Against Director Salaries, DomainIncite.com
  4. ICANN Board Dec Minutes, New.Dot-nxt.com
  5. Duties
  6. Composition of the Board
  7. Criteria
  8. ICANN Bylaws
  9. Resignation/Removal of Members of the Board
  10. Meetings
  11. ICANN.org, Review
  12. ATRT Final Recommendations, 31 Dec, icann.org
  13. Board Meeting, news.dot-nxt.com
  14. Dyson, Wired.com
  15. Proposed Bylaw Revisions, Sept 2011, ICANN.org
  16. ATRT Final Recommendations
  17. ICANN Advised Against Director Salaries, DomainIncite.com
  18. EC Papers 3-4, internetgovernance.org
  19. ICANN Board Dec Minutes, news.dot-nxt.com
  20. Calls to Fix Revolving Door, DomainIncite.com
  21. Fomer ICANN Chair Joins M + M, DomainIncite.com
  22. Would an ICANN ethics policy break the law, DomainIncite.com
  23. Calls to Fix Revolving Door, DomainIncite.com
  24. ICANN to Hire Conflict of Interest Experts
  25. ICANN Conflict of Interest Policy
  26. ICANN Board December Minutes, dot-nxt.com
  27. Seven ICANN Directors Have New gTLD Conflicts, DomainIncite.com
  28. Beckstrom slams his own board over conflicts, domainincite.com
  29. ICANN’s Departing CEO: Burning Down the House, icann.org
  30. Why Beckstrom's got a point, even if it's for the wrong reasons, dot-nxt.com
  31. www.icann.org
  32. International Representation
  33. ICANN Advised Against Director Salaries, DomainIncite.com
  34. ICANN Board Dec Minutes, New.Dot-nxt.com
  35. Duties
  36. Composition of the Board
  37. Criteria
  38. ICANN Bylaws
  39. Resignation/Removal of Members of the Board
  40. Meetings
  41. ICANN.org, Review
  42. ATRT Final Recommendations, 31 Dec, icann.org
  43. Board Meeting, news.dot-nxt.com
  44. Dyson, Wired.com
  45. Proposed Bylaw Revisions, Sept 2011, ICANN.org
  46. ATRT Final Recommendations
  47. ICANN Advised Against Director Salaries, DomainIncite.com
  48. EC Papers 3-4, internetgovernance.org
  49. ICANN Board Dec Minutes, news.dot-nxt.com
  50. Calls to Fix Revolving Door, DomainIncite.com
  51. Fomer ICANN Chair Joins M + M, DomainIncite.com
  52. Would an ICANN ethics policy break the law, DomainIncite.com
  53. Calls to Fix Revolving Door, DomainIncite.com
  54. ICANN Conflict of Interest Policy
  55. ICANN Board December Minutes, dot-nxt.com
  56. Seven ICANN Directors Have New gTLD Conflicts, DomainIncite.com
  57. Beckstrom slams his own board over conflicts, domainincite.com
  58. ICANN’s Departing CEO: Burning Down the House, icann.org
  59. Why Beckstrom's got a point, even if it's for the wrong reasons, dot-nxt.com