[council] ATRT Recommendation 5: Board Compensation

[Glen de Saint Géry <Glen@xxxxxxxxx>]

http://www.icann.org/en/announcements/announcement-3-04nov11-en.htm
ATRT Recommendation 5: Board Compensation


Independent Valuation Expert's Report Available for Viewing

4 November 2011

ICANN has received a 
report<http://www.icann.org/en/general/report-board-directors-compensation-considerations-13oct11-en.pdf>
 [PDF, 4.88 MB] from Towers Watson, the Independent Valuation Expert retained 
to give advice on consideration for compensating ICANN's Board of Directors. 
ICANN is now posting that 
report<http://www.icann.org/en/general/report-board-directors-compensation-considerations-13oct11-en.pdf>
 [PDF, 4.88 MB] to keep the community updated on ICANN's progress toward 
meeting Recommendation 5 of the Accountability and Transparency Review Team, 
recommending that the Board immediately implement a compensation scheme for 
Directors.

The retention of the Independent Valuation Expert is part of the process that 
was set out in the Board's 25 August 2011 resolution 
http://www.icann.org/en/minutes/resolutions-25aug11-en.htm#4. The Board also 
approved the posting for public comment revisions to ICANN's Conflicts of 
Interest Policy and Bylaws to allow Directors to consider Director 
compensation-related items; that comment forum was closed on 3 October 2011. 
Those proposed revisions, the comments received and the report on those 
comments are available at 
http://www.icann.org/en/announcements/announcement-01sep11-en.htm.

Because of the strict rules governing the Board's consideration of the topic of 
compensation, the Board must review the Expert's opinion without modification. 
While ICANN welcomes community feedback on this Report, ICANN is not seeking 
full public comment because the Report cannot be modified. If you have thoughts 
on the Report or on the topic of Board compensation, you may forward those 
submissions to boardcomp@xxxxxxxxx<mailto:boardcomp@xxxxxxxxx>. Feedback should 
be provided by 4 December 2011.

Note from Towers Watson, the Independent Valuation Expert:

This report was prepared for, and at the request of, the Board of Directors of 
ICANN, for use by the Board in evaluating the structure and reasonableness of 
independent director compensation program. The information in this report is 
not intended nor necessarily suitable for other purposes. Any third party 
recipient will be deemed to have agreed to the following: (1) this report 
contains confidential and proprietary work product of Towers Watson, which owns 
all related intellectual property rights; (2) Towers Watson represents and is 
responsible only to ICANN with respect to all matters relating to this report; 
(3) this report was prepared for ICANN's internal use and assumes a high level 
of knowledge of ICANN's operations, the data used in this report and the 
external factors affecting ICANN's business; Towers Watson would not expect a 
third party to have such knowledge; (4) the recipient will not have the right 
to reference or distribute this report in whole or in part to any other party, 
including, but not limited to, any parent, subsidiary or affiliate of such 
recipient; and (5) the recipient will not place any reliance on this report, or 
the information contained herein or related hereto, that would result in the 
creation of any duty or liability by Towers Watson to such recipient.


Glen de Saint Géry
GNSO Secretariat
gnso.secretariat@xxxxxxxxxxxxxx<mailto:gnso.secretariat@xxxxxxxxxxxxxx>
http://gnso.icann.org