Committee Board Reports
Friday, 25 June 2010
ICANN Meeting
Brussels, Belgium

>>PETER DENGATE THRUSH:  Thank you.  Good morning.  

(Scribes receiving French translation).

And we begin alphabetically as usual with the audit committee, and I
will call on Rita Rodin Johnston, the chair of the audit committee to
give that report.  Good morning, Rita.

>>RITA RODIN JOHNSTON:  Good morning, Peter.  Thank you.  Good
morning, everyone.  So I hope we're going to have our audio here.  My
name is Rita Rodin Johnston, and I'm chair of the audit committee. 
And my fellow audit committee members are Harald Alvestrand, Steve
Crocker, Dennis Jennings.  I think we're going to switch this slide,
I hope.

Okay.  Next slide, please.

I'm happy to report that the audit committee has been fairly busy as
you'll hear more about during the accountability and transparency
review team process.  All of the ICANN committees have been working
towards improving their operations and looking towards best practices
across various board committees.

With respect to the audit committee, we've been doing a number of
items to improve the work flow and the work product at this time. 
And so a couple of things we wanted to report on that we were
providing oversight most recently were the development of cost
accounting guidelines -- and these guidelines are now posted on
ICANN's Web site -- the development of procurement guidelines, which
are also posted on ICANN's Web site.  And both of these guidelines
were developed in conjunction with finance committee.  The third
thing that we have been working on recently is the engagement of
independent auditors for the ICANN FY10 financial year.

We had our initial conference call with them this week.  Another
thing that we've been doing, we've established committee best
practices and integration of those best practices into an annual
project plan.  So what each of the committees is doing is trying to
do a 12-month plan for work flow so that we become more efficient and
we understand what things need to be done at each meeting and we'll
have a reporting back to the committee to make sure we have actually
achieved those objectives that we've forecast.

Another thing we've done is we got briefed by staff.  ICANN has had
a hotline reporting system on an anonymous basis, I believe, for two
years but that hotline was never tested.  Recently the ICANN staff
tested that hotline and we had a briefing on the performance of that
hotline.  And there's a few things that staff is going to do to make
sure that's even more robust than it currently is.

And one thing that I'm very happy to announce is that we kicked off
our internal audit function at ICANN.  This is something that we've
been looking at for a little bit over a year, how to both improve the
financial controls within the organization and improve
accountability.  So we've initiated an Internet audit function, and
we'll be reporting on the results of that in the fall.

We also oversaw the posting of the new I.R.S. Form 990 and we
received an update on the 401 compliance review.  So we've been
pretty busy.  If anyone has any questions, I would be happy to take
them.

>>PETER DENGATE THRUSH:  Thank you, Rita.  Any questions of the
chair of the audit committee?  If not, thank you, Rita.

We move then -- after A comes B for board governance.  I mention
that because some people thought it was the board's committee on
governance and that is in charge of governing all sorts of things. 
This is, in fact, the committee on board governance.  This is the
committee that looks at how the board governs itself and runs its
processes.  And Dennis Jennings is the chair of that committee. 
Dennis?

>>DENNIS JENNINGS:  Thank you very much, Peter.  If we could move to
the next slide, please, on the overhead.  Have we a slide controller
in the sky?

>> It's on the board table.  Yes, thank you.  You have to pass it to
one another.  I'm sorry.

>>PETER DENGATE THRUSH:  Dennis, one of the lawyers will give you
some technical help.

>>DENNIS JENNINGS:  Thank you very much, indeed.  I didn't -- it's
early.  Thank you.

Okay.  Well there, we go.  Technically incompetent Dennis Jennings
is the chair.  And Rita Rodin Johnston, Ram Mohan and Ray Plzak are
the members of the Board Governance Committee.

Now, current and recent activities, you may remember that we had a
reconsideration request.  And just to back up a little bit, in the
reorganization of the committees, the reconsideration committee and
the conflicts of interest committee were merged into the Board
Governance Committee.  So this is the first reconsideration request,
10-1, that we had to deal with.  

And we reviewed and recommended for board approval in Nairobi a
response to that.  That has gone out for public comment, and we'll be
finalizing that at this board meeting this morning.

We -- one of the tasks we do annually and at midyear is to work on
the board committee -- the slate of members on all the committees as
the board membership changes and bring forward recommendations to the
board.  And we'll be talking about the midyear slating later on in
the meeting.

We have put in place processes and works now very smoothly.  I
understand that historically this has been quite a political bun
fight from time to time.  Now it's a process that I think works
rather well.

Also, in Nairobi we progressed the development of a comprehensive
board training program.  That's now in the hands of Diane Schroeder
who is doing a lot of work to profile the skills to develop a
training program for board members.  That includes induction of new
board members and ongoing training and specific training for skills
that board members need on committees.

One thing we did is deal with the at-large board member selection
process and check that there were no board governance issues or
capture issues associated with the proposed processes.  We reviewed
those to our satisfaction.

Good practice on boards -- good boards are boards that regularly
assess themselves, assess their chair, assess the whole board
performance and, indeed, assess individual board members.

Last year for the first time, this board undertook a self-assessment
of the chair and of the board as you are aware from previous comments
at previous meetings.  This year we're recommending that we continue
with this process and expand it not only to do a chair and board
assessment but to do individual board member assessments, which
assessments, of course, will be confidential and, therefore, the
individuals and for the chair to work with.

Most importantly, as part of our increasing openness and
transparency, we oversaw the publication of last year's chair
assessment and board assessment.  So if you're interested, they're
available on our Web site.

We began a process of discussing board committee succession
planning.  Our basic attitude to that is that will be dealt with by
the training program, and we haven't -- although there are a number
of committee chairs who are at risk coming up to the end of this
year, at risk that they may or may not be reselected, we haven't done
a lot of that at this point in time.  We do believe the succession
planning is really a question of appropriate training.

We have begun a discussion of position descriptions of the board
chair and the vice chair responsibilities.

We all know roughly what the responsibilities are, but we think it
would be very helpful to have a description of the responsibilities,
especially as we move towards further discussion of remuneration of
the board members.

As part of the way we work and we are encouraging all the committees
work, we are developing a work plan, an annual work plan of routine
things that this committee should look at, and the calendar for that
work plan so that we do things in a timely manner, and, rather more
appropriately, that staff prompt us in a timely manner to get the
things that we need to get done, done.  And we are working hard with
the other committees to make sure they, too, all have a work plan and
calendar to manage their work.

As you are well aware, we have facilitated the board discussion on
the formal consideration of board chair remuneration, and we
recommended that the compensation committee review and provide a
proposal, a reasonable proposal, for board consideration, and that is
up for discussion today.

We have had a lot of talk about how to support board members, and
the approach that we're taking -- this is with technology, to make
sure that board members have the tools to participate appropriately
and to follow discussions and read documents and so on.  And what we
have done is we have continued the work to identify a uniform set of
software applications, a list of those, for board members so board
members, we can check that they have that software or a variant of
that software, and we can include induction materials and training
materials at the board induction phase.

And we're continuing discussions and processes for board/staff and
board/community communication.  You are aware that a lot of the
communication that comes directly to the board which may or may not
be appropriately directed to the board, but also a lot of
communication come in and it may not be properly acknowledged,
answered, processed in a timely manner.  This is all housekeeping
stuff, but very important to get right, and we are doing that.

Oh, my goodness, we have been busy.

As you know, there's an Executive Committee.  The Executive
Committee is chartered in the bylaws, which are a bit obsolete.  They
are very specific and actually have specific membership of the
committee.  Those members are no longer on the board, so that's a bit
inappropriate.  So we think it's appropriate to develop an executive
committee charter.  We have a draft, and we will be sending that to
the executive committee for review  But just to make sure there is no
misunderstanding, the Executive Committee has very little to do. 
It's there to act for the board where the board is unavailable to act
for some reason.  It's more an emergency committee than anything
else.  And that's the purpose of the Executive Committee.

It also has a detail function, which is to approve expenditures,
particularly board travel and other expenditures.  And where the
decisions are urgently required on major expenditures to be available
to do that.

Although, in fact, the Finance Committee have put in place
disbursement policies which I think have largely removed the need for
the Executive Committee to get involved.

We have continued our discussion of the annual charter review and
committee self-evaluation tools.  This is new.  Just as we have the
board evaluating itself, the Board Governance Committee thinks it's
best practice that the committees evaluate themselves annually and
review their charters annually and provide feedback to the BGC on
their suggestions for our vision of the charter and information on
how they view they have performed against their charter.  And this is
the first year we are reviewing that.  There are materials going to
each committee for their review.  We hope to do this before the AGM.

One of the things that we have been doing over the years and
actually making a decision on who to appoint onto the Nominating
Committee, the NomCom, as the research and academia representative. 
And we have been remiss.  What we were supposed to do is identify an
organization that puts the person on the NomCom.  So we have been
discussing that process, and we have a resolution coming to the board
this morning where we try and clean that up and do it properly in the
future.

We have formalized or are beginning a discussion on identifying
board member skill sets by talking to, in particular, the chairs of
the committees and asking them to talk to their committee members to
identify a general profile of skills which will be input into the
board training process, but also immediately -- in the immediate
future, we provide that list of skills to the chair who will then
have a discussion, if appropriate, if the chair deems appropriate,
with the chair of the NomCom.  We are doing this carefully because we
are very sensitive to the independence of the Nominating Committee. 
But we feel it would be useful to provide input through our chair to
the chair of the NomCom on skill sets.  Whether that will be useful
for this year or not remains to be seen, but it's a process that will
continue, we hope, in future years.

And the Board Review Working Group, comment on board member
transitions between ICANN meetings, one of the embarrassments is, and
we dealt it with this year with Raimundo Beca, that our chair invited
Raimundo to be here as an observer, but the way the rules are at the
moment, board members who are appointed by the support organizations
disappear in a puff of magic smoke six months after the AGM, and we
think that's not provide.  The Board Review Working Group recommended
that the transition take place at the midyear meeting.  But being the
pendants that we are, we asked questions like, well, what if there
isn't a midyear meeting, what do we do then?  And we are looking at
the details there to make sure we get it right.

And that's the long list of stuff that we have on our plate,
detailed, important, internal, governance issue.

Chairman, thank you.

>>PETER DENGATE THRUSH:   Thank you, Dennis, for the report from the
Board Governance Committee.

Are there questions of Dennis about the Board Governance Committee's
work?

Marilyn, are you working to the microphone?

Thank you.

>>MARILYN CADE:   I don't know, somehow I thought it would be
brought to me.

My name is Marilyn Cade.

I'd like to mention, I guess, the appreciation that I think many of
us have for the board taking on additional work, because we do
recognize that you are already working very hard on our behalf, and
undertaking this additional work that you are undertake something
setting a platform and a legacy that will help the community going
forward, not only strengthening your own skills but setting the
platform for the future and for board members who will coming in and
jumping into the deep end of the ocean and expected to swim very
rapidly.

So let me say thank you for that.

I think that it is not easy for us, however, to understand always
the direct benefit of expenditures related to this work.  So I would
just say that it's important that you do this particular feedback,
but often the community has difficulty hearing a report that takes
place at a meeting, and it may be important for to you find a way to
synthesize the purpose of this additional work and investment to make
sure that everyone buys into it and supports it.

>>PETER DENGATE THRUSH:   Thanks, Marilyn.

One of the things I am particularly pleased about, Dennis, is the
work that's going on in terms of training.  We've joined directors up
to the national association of the North American Company Directors
Association.  That's providing quite a lot of useful material.  But
also, what that accesses is they have very comprehensive training
programs that provides a common pool, common layer of information for
directors.  We all come from different corporate cultures, and it's
useful to have that kind of leveling thing.

We have had a number of directors attending some of those courses. 
Are you able to report on that at all?

>>DENNIS JENNINGS:   We've had a number of courses on the audit
function and on the finance function, on the general responsibilities
of board members, and on how to be a board member.  But the main
focus now is on developing a comprehensive training program that will
incorporate that material.

We have also had, last year, a one-day induction program, and our
hope is we will have a two-day induction program for new board
members which will cover that sort of NACD material, briefings from
counsel and more detailed explanations of how ICANN works, which is
sometimes a bit of a mystery even to those who have been on the board
for quite some time.

>>PETER DENGATE THRUSH:   Thank you, Dennis.  Any further questions
for Dennis?  If not, thank you.  And we move to the report from the
Finance Committee.  The chair of that is Rajashekar Ramaraj.


Good morning, Ram.  I see your microphone is working so we will turn
over to you.

>>RAMARAJ:   Thank you, Peter, good morning.  This is the start of
my second term on the board, and I thought I may use this opportunity
to let my colleagues on the board and community know that my name is
Ramaraj, just that one name.

Peter, of course, thinks that this is my feeble attempt to get to a
mega-star status like Madonna, but that's really my name.

But in typical ICANN style, on the next slide I put back the old
format of Rajashekar Ramaraj.

The colleagues who have helped me on the Finance Committee are
George Sadowsky and Gonzalo.

Bruce has sat in as an observer, and we have had a couple of board
members like Steve Crocker and Dennis Jennings dropping in to give us
their inputs.

This time of the year, last few months has been focused on the
operating plan and budget.  We have had another challenge this year
that the FY10 budget was tending to overrun.  Staff took some very
competent steps to contain that, and we are pleased to announce that
in spite of some tough environment and expenses, we would still have
a contribution to the reserve fund this year, too.

The response to the budget framework and then the budget itself has
been quite extensive.  The more information we are able to provide,
we have seen clear quality and extent of responses, and this has
actually triggered a thought of even maybe looking at some process
enhancements.

So for the FY12 budget, we will talk about that more at the next
meetings.  We are looking at getting inputs from the SO and AC's
chair and other people much, much earlier in the process.  And as has
been described a couple of times this week, it's almost like an
organizational department or division kind of approach where we get
more information directly from those SO's and AC's chairs and other
people so that we have a better quality of the budgeting process.

Focus being on better reporting in terms of types of reports,
timeliness of reports, and greater granularity.  So that's been
another focus area.  We worked with the Audit Committee to get three
reports on cost accounting, on procurement policy, and a greater
revised form of the IRS 90 that got posted on time with far greater
information.

So the focus continues on improving some of the process and
interaction with the community for better budgeting, better reporting
and better compliance.

Thank you.

>>PETER DENGATE THRUSH:   In relation to the board member form Earl
known as Rajashekar Ramaraj, thank you, Ramaraj, for your report from
the Finance Committee.  I see Steve Crocker wants to make a comment. 
Before that, are there any comments from the floor for the Finance
Committee?

>>ROB HOGGARTH:   Yes, Peter, we are doing remote interventions and
we have an intervention.

>>PETER DENGATE THRUSH:   Go ahead.

>>ROB HOGGARTH:   George Kirikos asks of Ramaraj, can the BFC please
disclose what the management expense ratio is for the ICANN reserve
fund?

>>RAMARAJ:   I didn't understand that.

>>PETER DENGATE THRUSH:   Pardon me?  I'm not exactly sure what the
expense ratio is.  I can think of a number of alternatives.  Ramaraj,
can you help with that?

>>ROB HOGGARTH:   Excuse me.  George describes that as the fees paid
to outside investment managers per year.

>>PETER DENGATE THRUSH:   Ahh, okay.

>>RAMARAJ:   Doug, would you be able to help?  I don't have that on
the top of my mind here.

>>DOUG BRENT:   Testing.

This is Doug Brent.  Kevin has that data.  We can provide it.  And I
think if we can just follow-up with a specific answer to George off-
line, make sure we are answering it exactly right.

Thank you.

>>RAJASEKHAR RAMARAJ:   Again, just to also use this opportunity to
say that the reserve fund investment has been working well, but we
will review the investment policy guidelines once again, maybe around
September time frame, and come back to all of you on the new
guidelines, if any.

>>PETER DENGATE THRUSH:   Thank you.

Steve Crocker, do you still have a question or a comment?

>>STEVE CROCKER:   Thank you, Peter.

I just wanted to chime in on Ramaraj's description of bringing in
the inputs from the SO and the ACs into the budget process.

Doug Brent also made a comment along this line yesterday.

The budget has gone through a tremendous amount of work over the
past few years to present it in multiple different ways to serve --
in order to be as transparent as possible.  And yet, in practice, and
now I'm speaking as one of the AC chairs, the chair of the SO/AC,
that when we tried to match up the needs of our committee and put
that into the budget process, we found that the pieces still did not
fit.

So that's been a conversation that's been under way for a period of
time.  And I want to express great appreciation for the quality of
the reception that this message that I brought as an AC chair into
the staff and into the budget committee has been very warmly
received.  It's been a slightly lengthy process to do this
integration, and there's still some more steps to go forward.  But
it's, I think, very important, and it's one of these sort of hard to
see from the outside but important in terms of the mechanics of the
operation to provide the right balance in a practical sense between
the power, influence, and effectiveness, I should say, of the
external components of ICANN, the supporting organizations and the
advisory committees, in comparison with the internal operation, the
day-to-day heartbeat that the staff provides.

So providing that interplay in an effective way I think is very
important in terms of getting this organization to provide the right
balance between the external multistakeholder operation and the very
active and vigorous efforts of the staff.

>>PETER DENGATE THRUSH:   Thank you, Steve.

Rod.

>>ROD BECKSTROM:   Yes, just briefly.

We'll be looking at this issue over the coming year and taking a
look at our planning processes and the coordination in these
activities.  So this will be something that we'll be taking a look at
and considering.

Thank you.

>>PETER DENGATE THRUSH:   Ramaraj.

>>RAMARAJ:   If there are no questions, I want to take this
opportunity to thank Kevin Wilson and his team and Doug Brent for the
great help and support that we have had at the Finance Committee.  So
thank you.

>>PETER DENGATE THRUSH:   Yes, I'm sure the rest of the board joins
in that.  Thank you very much.

Okay.  Let's move from the report of the Finance Committee to the
report of the IANA Committee, and Harald Alvestrand is the chair of
that very important committee.

Harald, when you get hold of the controller.  It's over to you.

>>HARALD ALVESTRAND:   Good morning.

So the IANA Committee is me, in alphabetical order, Dennis Jennings,
Katim Touray, and Thomas Narten and Suzanne Woolf who are serving as
liaisons to the board.

And the committee is charged with overseeing the work of IANA.  And
as you can see from the report, the thing they spend a lot of time
doing is actually having IANA tell us what they are doing.  And it's
been a lot.

And the absolutely biggest thing IANA has done this year, or since
Nairobi, is signing the root.  And that has been a wonderfully
successful and extremely competently executed project.

So it's been a joy to watch, and I watched it closely.

And you can also see that we are working on oversight of a number of
other important issues IANA is dealing with.  The breadth of things
that IANA is doing is very interesting.  And one thing that's not on
here is that we have received the news of a new IANA manager and made
her welcome, with pleasure.

All this stuff you can read. 

Two points I would like to call out.  We are worried or concerned
about what will happen in the future of the new TLDs -- new TLD
program on delegations, especially for contractual delegations there
has been an issue that this has to go to the board for approval,
which incurs additional delay into a system that already has a fair
number of reasons for today.

We draft an update to the ICANN board's review process.  And in our
next period, that is, before Cartagena, we are going to discuss this
with the board.

We have meetings once a month when availability of board members
permits, and we have enough work to fill those meetings, as you can
see.  Thank you.

Any questions?  Back to our chair.

>>PETER DENGATE THRUSH:  Thank you, Harald.  I always think no
questions is an interesting sign.  It is either everyone is still
asleep or they are just totally confidence in the great work that's
going on in the IANA committee.  I'm sure it is the latter.

We move then from the IANA committee to the public participation
committee, and I call on Jean-Jacques Subrenat, the chair of that
committee to give the report.  Jean-Jacques?

>>MARILYN CADE:  Peter?

>>PETER DENGATE THRUSH:  I'm sorry, Marilyn.  That's a question for
Harald about the IANA committee?

>>MARILYN CADE:  It is.

>>PETER DENGATE THRUSH:  I just ask Jean-Jacques to put on hold and
we will restore Harald.

Marilyn?

>>MARILYN CADE:  I'm the chair of the business constituency at
ICANN, and I wanted to make a comment to the committee and to you,
Harald, about the appreciation that I would like to express, whether
or not it appears that the business community understands the
importance of this and the significance of this.  I'd like to
reinforce the fact that we do and that this achievement really has
taken a profound step forward for ICANN.

And it is part of the underpinning of our job in ensuring the
security and stability of the not visible parts of the work of ICANN.

So while there were a number of technical people at the signing and
probably few business people, I think the importance of explaining
this decision cannot be -- cannot be diminished, and explaining it in
a way that the business community understands the significance of
this.  It is a great achievement, and I look forward to continuing to
hear the reports from the committee about other steps that will be
taken.  And I would just urge that in addition to explaining them in
technical terms, we also continue to focus on explaining them in
business terms.

>>HARALD ALVESTRAND:  Thank you.

>>PETER DENGATE THRUSH:  Thank you, Marilyn.  

Back to Jean-Jacques for the report from the public participation
committee.

>>JEAN-JACQUES SUBRENAT:  Thank you, Peter.  So these are the
members of the public participation committee for this year:  Thomas
Narten, Gonzalo Navarro, Vanda Scartezini, Katim Touray and myself. 
I've not mentioned here on this slide who is a voting member or not
because actually I think that especially in the functions performed
by this committee every piece of advice is welcome.  And I must say
that the non-voting members, Thomas Narten and Vanda Scartezini,
contribute in a very, very important way.  So thank you to all of
them.

The activities, I tried to set them out not in general terms but
more narrowly from one international meeting of ICANN to another;
that is, from Nairobi to Brussels.  These are just the general
indications.  We can give more details if you're interested.

As you may remember over the past few years, there has been a
growing demand for quality interpretation and translation services. 
And, also, we cannot launch into this without some guidelines, if
only because this entails some expenditure and also we want to make
sure that that expenditure is justified.

I'd like to make a personal remark here.  Just at this moment, this
meeting room is not full but yesterday during the public forum it was
pretty much full.  And I had a close look at the number of people who
were actually wearing their ear phones or headsets.  And I tried to
compare that with the number of written requests from the community
for simultaneous translation services in this kind of international
meeting of ICANN.  And I found that there was really a misfit between
the two.

So we will try to refine this aspect with the members of the staff
in order to make sure that the questionnaire to which you are invited
to respond does bring out the fact that you are not making a policy
statement that you think there should be five languages or three or
whatever but that you personally actually require that as an aid for
better comprehension.

So there is a difference between the United Nations' system, for
instance, and ourselves, one of them being that we are somewhat
smaller.  But I think it is not a statement of national or regional
positions.  I think it is a question of efficiency.  So we must find
a fit between real requirements and the services provided at a cost
to the community.

You will have noticed, however, that we are making an effort in the
field of translation.  The big challenge, of course, is that --
whereas they would be an understandable requirement for translation
of full documents, for the time being we prefer to concentrate in
various areas on getting good resume's and then passing on those
resume's for translation.

Now, the advancement of remote participation, including training for
the ICANN community, I think this has gone fairly well.  You may have
noticed that in Nairobi, whereas we may have had some other
preoccupations, at least the remote participation aspect of it was,
I'm told by many members of the community, a resounding success.  So,
of course, we want to build on that.

We did get your messages in Nairobi that the overall system worked
well but that there were weaknesses in the chain.  Some of the links
were very poor, especially things such as headsets, microphones, the
link with interpreters, with scribes, et cetera.  And speaking
personally, I must say that this time in Brussels this aspect of
facilitating public participation has been very much improved.  But I
would like to hear from you.

The training for the ICANN community is an ongoing process.  I'd
like to point you especially to the Webinars which are put up online
and where you can, even if you missed some of those Webinars, catch
up by following what was done.  I found that these were quite helpful.

The launch of the meetings of the next decades started a few months
ago, and this we will report to you at our next international
meeting.  But the idea is that rather than have a short-term view of
things, we wanted a really bottom-up process in which we would ask
the community what it thought the purpose of such international
meetings was to begin with but also what they could become or should
become to have a prospective view.  And we've had already quite a few
answers, and we would like to share that with you when it is more
advanced.

So to keep this short, I've just given you here two references or
links.  And now open for questions.  Thank you.

>>PETER DENGATE THRUSH:  Thank you, Jean-Jacques.  Are there any
questions in relation to public participation?

I see Olga coming forward.

>>OLGA CAVALLI:  Good morning, this is Olga Cavalli, NomCom
appointee to the GNSO.  I would like to commend the committee for all
the hard work, especially about translation.  This is very much
appreciated by people like me whose English is our second language.

In relation to your comment about the use of headphones, I would
rather -- I would strongly recommend not to stop the translations.  I
know it's very challenging for every budget.  I organize several
events in Latin America, and I -- when people come from abroad and
they speak English, I usually try to have simultaneous translation in
Spanish.  I don't put people aside that could not follow their speech.

Perhaps it should be stated before the meeting starts, it's that the
people remember that it is available.  We are so much accustomed that
English is the speaking language of our meetings here in ICANN that
perhaps we forget it.  And I myself do that.  I should speak Spanish
now and I don't.  But I'm so much accustomed in using English.  So
perhaps it is a little bit of educating the participants in the
meeting.

But if you keep it in the next meetings to the future, it will
enable newcomers into our meetings.  And we are in different SOs and
ACs doing a strong effort for outreach.  So I would encourage that
you keep the translations as they are now.  Thank you.

>>PETER DENGATE THRUSH:  Thank you.

Sébastien?

>>SÉBASTIEN BACHOLLET:  Thank you, Mr. Chairman.  I think that the
question that was asked by the president of the committee, by Jean-
Jacques, as far as the improvement of things since Nairobi concerning
the technical aspects, yes, it was very much improved in many ways. 
And I think that the community should congratulate all the members
for their efforts.  That's helped us and allowed us to have
interpreting, simultaneous interpreting, even for the persons who
were participating remotely.

I would like to underline and to insist and to chime in with Olga,
she could have spoken in Spanish, yes,  of course.  But the number of
headsets is not really the good criteria.  If you could take out the
screen that you have behind you in this moment, all the participants
who do not understand French should use ear phones.  And they don't
have it.  The fact -- to base ourselves and to say that you
understand English, you don't need headsets is not like this.

You will have to listen to languages that you do not understand
possibly and you need your headsets.

Here in this meeting, apart from the persons who speak English,
French or Spanish, everybody should have headsets and you have also
to take into considers the persons who are outside the room and who
need these translations.  I will not go on and thank you so much,
dear chairmen.

>>PETER DENGATE THRUSH:  Any other questions for the public
participation committee?  Seeing none, we will move to the next one
alphabetically which is the board risk committee which is the chair
is Bruce Tonkin.  Over to you, Bruce.

>>BRUCE TONKIN:  Thank you, Peter.  Just moving through the slide. 
This, basically, represents the members of the risk committee which
is myself, Bruce Tonkin, as chair, Steve Crocker, Ramaraj, Mike
Silber and Suzanne Woolf.

One of the things we do in each of our risk committee meetings is we
typically focus on one particular area of risk and do a bit of a deep
dive.  So the meeting in the 20th of May referred to in these slides
we talked about risk strategy for managing ICANN meeting venues. 
Obviously, we're looking at up to 1,000 people and making sure that
everyone's safe.  So just at a high level, the approach that we're
taking with our meeting venue risk strategies, first, we're looking
at a meeting location, consider any third-party risk reports on that
location.  So those include United Nations ratings because United
Nations often has offices in different parts of the world; look at
published government travel advisories -- a lot of governments
publish advisories for their citizens on different countries and what
to look out for -- and then we also look at travel insurance ratings
and get a sense of travel insurance companies give that location a
higher rating.

Then, basically, if their third-party reports identify a location as
having a high risk level, then there's more due diligence done in
terms of onsite visits.  And if a location has been identified as
having higher risks than normal, a specific security plan is
developed for that venue.  Otherwise, as at this venue, we just have
general security precautions.  Don't leave your laptops in empty
meeting rooms and watch the percentage of alcohol in the local beer,
that sort of thing.

Basically, this risk rating doesn't mean we're not going to visit
different locations around the world.  We certainly are.  But we're --
a location has a higher than average security area, we take site-
specific precautions.  So that's the meeting venue topic.

One of the other areas we looked at was IANA.  And just sort of
looking at that function, some of the things we -- in terms of areas
of failure, if you'd like, with respect to the IANA procedures are
unable to complete a change request in a timely fashion.  So that's
really showing your resiliency in your processes.

Secondly, the unintentional introduction of an error, in other
words, someone makes a mistake.  So we try and design the process to
minimize those mistakes.

And then, thirdly, the intentional introduction of an error.  So
that could be where someone impersonates a member of the community
and asks for a change of a particular record, and so there are
security procedures to make sure that the change is the correct one.

So some of the things that relate to areas of, if you'd like, risk
mitigation, one of it is ensuring we've got enough skilled staff.  So
you are looking at succession planning.  You are looking at training
and making sure we have enough staff so we are not dependent on one
or two individuals with respect to the IANA function; also, includes
documenting all of your processes.  If two or three people left at
once and you had to hire new people, they have got clearly written
procedures that they are following.

We also have a two-person rule for most of the manual steps in the
process.  So in simple terms, always two sets of eyes checking
everything.  So if one person makes a mistake, hopefully the second
person identifies that.

Then there is the obvious stuff like making sure that the I.T.
environment is running at high levels of availability.  So that
includes things like making sure you have multiple network
connections, multiple computers, multiple routers, all the I.T.
infrastructure is suitably redundant.

Then there is also conducting exercises and drills where we conduct
a drill that some disaster happens to one location such as in Los
Angeles and can we bring the function up somewhere else in the world
relatively quickly?  So we actually test that and those drills and
procedures will be published fairly openly so you can see that we are
actually conducting those.

So that's, I guess, a couple of areas that we've looked at in more
detail, down at the bottom of the slide, is interesting when we look
at DNS risk assessment.  One of the things the risk committee looks
at and ICANN as an organization looks at the different between risks
we directly control -- this is the general risks in the Internet
environment.  So we might control, for example, with respect to the
root servers, ICANN runs one root server which is the "L" root.  So
ICANN makes sure that's high availability and et cetera.  And there
are other root servers.  That's a matter of participating in that
community and working together to ensure that the overall system has
a high level of availability.

So on the topic of DNS risk assessment, there has been quite a bit
of discussion about this since the last meeting in Nairobi.  And I
was pleased to hear from Chris Disspain yesterday, chair of the
ccNSO, that a community initiative is being put together where
representatives from the country codes, the generic top-level domain
community collectively are going to look at some of the DNS risks in
the system as a whole and I tend to identify some of those major
risks, so that's a very positive initiative that's occurring in the
community.  And one of the real benefits of the ICANN community is we
can conduct those initiatives as a group,

Where as no single organization has all the solutions.

So this is just a bit of a list, I guess, on this slide of some of
the things we have looked at in the past, and some of the things that
we looked at at this meeting.  So we looked at IP address 4 address
allocation issues, L-root.  We will provide some more detail on that
in future meetings.

And also I hope to provide some of the more briefing papers on these
topics for the community to review.  And also identify any risks that
we may not have considered.

One thing important with risk management is risk management doesn't
mean nothing can go wrong.  What it means is you are trying to
identify up front where you think risks may be, and you are trying to
reduce the likelihood of those risks occurring.

And there's a difference between looking at risk consequences, which
is what happens if something goes wrong, what's the impact to people,
and the likelihood of that happening.

And so recently there was, as part of the rollout of some of the new
security technologies, there was a mistake which can always occur in
any system, but in this particular case, the likelihood is one of
those very unusual events.  And I will liken it very simply to,
often, if you work in a large building, you will run fire alarms and
fire drills, and you typically tell everyone here today we have a
fire drill and when the alarms go off you should evacuate the
building and do all the right things.

What's usually unlike in that situation is that a fire happens at
the same time because while all the alarms are going off, you are
saying that's fine, all the alarms are going off, don't worry about
it and that might delay your response in calling the fire brigade and
turning the hoses on.

And that's a low likely situation and it did happen recently in the
security space.

One of the things that we're looking at is building the procedures
for the new organization around risk management.  And so just flip
through these top points quickly.  But one of the things we have been
focusing on recently is not just the process of identifying risks up
front but also the process of analyzing incidents.  And so that
typically means that when there is a major incident, you deal with
that incident, and fix that the best you can.  But a week or so later
you actually sit down as a group and go through everything that
happened in that incident.  You write it up formally, you write up
the lessons learned, and you improve your processes as a result.

And so that's one of the things the Risk Committee has been
discussing with the staff, is sort of building that formal incident
management approach, and create records so staff can go back and see
what's happened in the past and how have those incidents been managed
in the past.

This is sharing I guess our view forward of some of the things we
are going to be looking at.  One of the things is reviewing the risks
that we have already identified and just seeing if they are still
relevant.  And another area that's come up is cooperation between the
committees, being the IANA, audit, and Finance Committees, on
different topics.  If we do a deep dive into something like the IANA
processes, we would engage the IANA Committee members.

When we are looking at the controls that have been put in place to
manage risk, we would ask the Audit Committee to check those controls
and make sure that we are, actually, mitigating against risks, et
cetera.

And that's it.

>>PETER DENGATE THRUSH:   Excellent.  Thank you, Bruce.  Are there
questions from the floor about the report of the Risk Committee?

Rob, any online?

>>ROB HOGGARTH:   No, Peter.

>>PETER DENGATE THRUSH:   Thank you.  Any comments from the board?

If not, thank you very much, Bruce.  Very, very important area of
work.  One of those classic ones that largely goes unremarked.  When
you are doing a good job, nobody knows about it.

We move then to the last of the board committees which is the
Structural Improvements Committee, and I will ask Ray Plzak to speak
to that report.  He is just coming to pick up the talking stick to
take control of the slide deck.

Ray, over to you.  Thanks.

>>RAY PLZAK:   Thank you, Peter.

We have the fade-in animation here this morning.

I'm Ray Plzak, chair.  The active members of the committee are Mike,
George, Jonne, and Jean-Jacques.

Raimundo Beca, who is no longer an active member of the committee,
has been participating in the activities of the committee since he
formally -- or informally I guess is the term, departed from the
board, and we have valued his continued advice and opinions in this
area.

We have also had a change in support staff in that we are now ably
supported by Olof Nordling, and so Olof has jumped in feet first and
has done a lot of good work already.

This slide represents current status of where things are at.  And we
have the -- the working group has reviewed the report has been
completed.  At-large activities have been completed.

This morning you'll see a resolution on moving forward on seating a
member from the at-large committee.  The first step in that process
is going to be the bylaws review that is necessary to accomplish this.

Again, the stated goal is to have this person seated at the AGM at
the end of the year.

We also received an implementation plan from the ALAC, and we will
be moving forward on that so that although some work has already
begun in that area, the plan can be put forward and finally adopted
by the board.

We have continued to review the -- work with the NCSG in reviewing
their charter.  There has been a lot of hard work, I will emphasize
that, hard work done by the NCSG in this area, and the committee
appreciates all their efforts to date.  And we feel that real
progress is made in moving this along.

As a reminder, the NCSG is currently acting under an interim
charter, and we are moving to produce a final charter for board
approval.

We have also begun work on the preparation of the terms of reference
for the reviews of the last two groups, the ASO and the TLG.

As we move ahead, one of the things that we need to do as the
implementation of these reports of the reviews is, is that we have to
know what's going on.  And the methodology in the past has been
periodic detailed reports from the staff and happening at, in our
rules, perhaps a quarterly basis and so forth.  And so what we are
going to do is move towards a dashboard that's going to be available
on the ICANN Web site, and this will be updated on an ad hoc and as-
you-go basis so the community can get a real-time report about the
progress of the implementation of all the -- of the results of the
reviews.

We are going to initiate the TLG review.  In fact, there's a couple
of resolutions this morning on that.  We have begun work to initiate
the ASO review.

We certainly hope that we will be able to complete the NCSG
activities, and we will be able to complete all of our activities on
implementation recommendations.

And with that, I will say thank you, and I am available for questions.

>>PETER DENGATE THRUSH:   Thank you.  A very important committee
doing a huge amount of work on the very structure of ICANN, so thank
you for the report.

Any questions from the community about the report?

If not, thank you, Ray.