[council] ICANN Board resolutions from 17 Sept 2011

["Bruce Tonkin" <Bruce.Tonkin@xxxxxxxxxxxxxxxxxx>]

Hello All,

Below are the Board resolutions from our recent meeting in Los Angeles.

They are mainly administrative in nature - e.g approving leases, and approving 
the appointment of a new CFO.

Regards,
Bruce Tonkin


From:  http://www.icann.org/en/minutes/resolutions-17sep11-en.htm


Board Resolutions
 

17 September 2011
 
* Note: Where available, draft Rationale of the Board's actions is presented 
under the associated Resolution. The draft Rationale is not final until 
approved with the minutes of the Board meeting.

1.Approval of Investment Manager Selection

Rationale for Resolution 2011.09.17.01

2.Approval of International Banking Relationship
Rationale for Resolution 2011.09.17.02

3.Approval of ICANN Marina Del Rey Real Estate
Rationale for Resolution 2011.09.17.04

4.Approval of ICANN Brussels Real Estate
Rationale for Resolution 2011.09.17.06

5.Appointment of Chief Financial Officer
Rationale for Resolutions 2011.09.17.08 - 2011.09.17.09

6.CEO Succession Planning
Rationale for Resolution 2011.09.17.10

7.Board-GAC JWG Final Report Recommendations
Rationale for Resolutions 2011.09.17.11 - 2011.09.17.12

1. Approval of Investment Manager Selection
===========================================


Whereas, the Board Finance Committee directed staff to issue an RFI seeking 
information from professional investment management firms on the investment 
policies and strategies available to ICANN to optimize the management of the 
ICANN Reserve Fund.

Whereas, five responses to ICANN's RFI from qualified investment firms were 
received.

Whereas, staff reviewed all responses to the RFI, interviewed all five 
investment firms, and determined that State Street Global Advisors was the 
preferred investment firm to manage ICANN's Reserve Fund.

Whereas, the ICANN Board Finance Committee received a presentation from State 
Street Global Advisors in Singapore.

Whereas, the ICANN Board Finance Committee met in Los Angeles on 15 September 
2011 to discuss the selection of ICANN's new Reserve Fund manager and 
recommended that the Board authorize the CFO or the COO to engage State Street 
Global Advisors to serve as ICANN's Reserve Fund manager in compliance with 
ICANN's Investment Policy Statement.

Resolved (2011.09.17.01), the Board authorizes the CFO or the COO to engage 
State Street Global Advisors to serve as ICANN's Reserve Fund manager in 
compliance with ICANN's Investment Policy Statement, authorizes the CFO or the 
COO to transfer the funds from ICANN's current Reserve Fund manager to State 
Street Global Advisors, and authorizes the CFO or the COO to terminate ICANN's 
current Reserve Fund manager.


Rationale for Resolution 2011.09.17.01

In accordance with resolution 07.100, the Board authorized staff to engage an 
investment firm to manage ICANN's Reserve Fund.  In furtherance of its due 
diligence, ICANN reviewed the performance and value added services provided by 
its current Reserve Fund manager.  It was determined that, in order to increase 
accountability and transparency, ICANN should issue an RFI and solicit 
responses from various investment firms, including the incumbent firm.  Five 
responses to ICANN's RFI from qualified investment firms were received.  ICANN 
reviewed all responses to the RFI and interviewed all five investment firms.

Through the selection process, staff determined that State Street Global 
Advisors offered the best overall combination of services, reporting, 
expertise, and fee structure.  The Board Finance Committee (BFC) received a 
presentation from State Street Global Advisors during their meeting in 
Singapore.  On 15 September 2011, the BFC discussed the selection of ICANN's 
new Reserve Fund manager and recommended that the Board authorize the CFO or 
the COO to engage State Street Global Advisors to serve as ICANN's Reserve Fund 
manager in compliance with ICANN's Investment Policy Statement.

The suggested change is not expected to have any direct effect on the public.  
It is not expected to have any fiscal impact, or any impact on the security, 
stability and resiliency of the Domain Name System.


2.  Approval of International Banking Relationship
===================================================


Whereas, ICANN wishes to operate banking transactions out of its Southern 
California, Brussels, and Sydney office in their respective local currencies. 

Whereas, staff explored various possibilities, including current banking 
partners.

Whereas, staff review determined that HSBC is the most suitable bank to manage 
ICANN's domestic and international banking needs.

Whereas, the ICANN Board Finance Committee met in Los Angeles on 15 September 
2011 to discuss the selection of ICANN's new banking partner, and recommended 
that the Board approve HSBC as ICANN's new banking partner and authorize the 
CFO or the COO to open all necessary domestic and international accounts.

Resolved (2011.09.17.02), the Board approves HSBC as ICANN's new banking 
partner, authorizes the CFO or the COO to open all necessary domestic and 
international accounts, authorizes the CFO or the COO to transfer all ICANN 
operational funds to HSBC, and authorizes the CFO or the COO to terminate any 
or all of ICANN's existing operational banking relationship(s).
 

Rationale for Resolution 2011.09.17.02

ICANN wishes to operate banking transactions out of its international offices 
as well as in Southern California, as efficiently as possible.  Staff explored 
various possibilities, including current banking partners.  Staff analysis 
included a review of each bank's relationship with its international offices, 
its overall global reach, and the ability to manage all accounts from one web 
portal.  Through the selection process, it was determined that HSBC offered the 
best overall combination of services, international presence, and consolidated 
account management tools, at a competitive fee structure.  HSBC also has the 
largest international footprint.

The suggested change may have a positive effect on the public as a result of 
the simplification of internal operations, thereby improving ICANN's ability to 
support the public interest. No fiscal impact is expected from this resolution. 
 There will not be any impact on the security, stability and resilience of the 
Domain Name System.


 3. Approval of ICANN Marina Del Rey Real Estate
=================================================


Whereas, ICANN's current lease in Marina del Rey expires 30 June 2012. 

Whereas, ICANN's primary operations and staff are located in the greater Los 
Angeles area.

Whereas, current and future office space needs for primary operations will be 
at least 27,000 square feet.

Whereas, ICANN has an organizational benefit being located in and about a 
primary technology center.

Resolved (2011.09.17.04), the ICANN Board authorizes the CEO and COO to 
negotiate for and finalize a lease for office space in Southern California 
[REDACTED]

Resolved (2011.09.17.05), the Board approves the redaction of the details of 
the Resolution 2011.09.17.04 and corresponding rationale pending completion of 
negotiations.
 

Rationale for Resolution 2011.09.17.04

ICANN's lease for office space in Marina del Rey is expiring 30 June 2012.  In 
addition to the expiration of the lease, the amount of space ICANN has been 
leasing is insufficient to meet anticipated future needs, particularly with the 
launch of the New gTLD program.

Alternatives considered included purchasing a building, leasing additional 
space (if available) in the current location, and leasing space in an 
alternative location.  [REDACTED]

 This Board action should not have any impact on accountability and 
transparency or any effect on the public, except that ICANN staff members 
should have more and sufficient space within which to perform their duties in 
furtherance of the public interest.  There will not be any significant variance 
to pre-planned expenditures.  Annual expenses for any new lease will be 
included in future annual budgets and reported in future annual financial 
reports.  This Board action will have no impact on security, stability or 
resiliency of the domain name system.


 4.  Approval of ICANN Brussels Real Estate
============================================

Whereas, ICANN's currently leases space on a temporary basis from Regus at 6 
Rond Schuman, Brussels; 

Whereas, ICANN is committed to maintaining and expanding an office in Brussels;

Whereas, current and future office space needs for primary operations will be 
at least 450 square meters,

Whereas, ICANN has an organizational benefit being located in the central 
European district of Brussels,

Resolved (2011.09.17.06), the ICANN Board authorizes the CEO and COO to 
negotiate for and finalize a lease for office space [REDACTED].

Resolved (2011.09.17.07), the Board approves the redaction of the details of 
the Resolution 2011.09.17.06 and corresponding rationale pending completion of 
negotiations.


Rationale for Resolutions 2011.09.17.06

ICANN leases space through a full service office suite (Regus) in Brussels.  
Lease terms can be month to month or for longer periods of time.  The office 
suite environment means ICANN has private offices but shares many common 
amenities including conference rooms, mail/shipping/receiving center, copier, 
reception area and more.  Rent includes many services (whether used or not) and 
certain services (such as conference room use) are on a "pay as used" basis.  
ICANN wishes to continue to build its global presence and the Brussels office 
is part of that plan.  It is anticipated that additional staff will be hired to 
work out of the Brussels office.  This will require additional space.

 [REDACTED]

 This Board action should not have any impact on accountability and 
transparency or any effect on the public, except that ICANN staff members 
should have more and sufficient space within which to perform their duties in 
furtherance of the public interest.  There will not be any significant variance 
to pre-planned expenditures.  Annual expenses for any new lease will be 
included in future annual budgets and reported in future annual financial 
reports.  This Board action will have no impact on security, stability or 
resiliency of the domain name system.


5.  Appointment of Chief Financial Officer 
==========================================


Prior to considering this item, all members of the Board confirmed that they 
are free from a conflict in voting on the appointment of the CFO.

Whereas, the attraction and retention of high calibre staff is essential to 
ICANN's operations and ICANN desires to ensure competitive compensation for 
staff.

Whereas, Xavier J. Calvez has been identified through a vigorous global search 
and senior management agrees that he is the right candidate to fill the role of 
Chief Financial Officer.

Whereas, independent market data provided by outside compensation consultants 
indicates that the compensation, including at-risk compensation, for a Chief 
Financial Officer would fall between [REDACTED] at the 50th percentile and 
[REDACTED] at the 75th percentile.

Whereas, the Compensation Committee has recommended that the Board approve this 
compensation package for Xavier J. Calvez.

Resolved (2011.09.17.08), the Board hereby appoints Xavier J. Calvez as an 
Officer of the Company in the position of Chief Financial Officer effective 17 
September 2011.

Resolved (2011.09.17.09), the Board authorizes a starting compensation package 
for Xavier J. Calvez to consist of: (i) a base salary of US $250,000 per year; 
(ii) an at-risk compensation opportunity of 30% of base salary per year to be 
paid in a manner consistent with other U.S. based staff and in accordance with 
the company's bonus program; and (iii) the standard benefit programs made 
available to all other regular full time U.S. based staff.
 

Rationale for Resolution 2011.09.17.08 - 2011.09.17.09

ICANN has been without a full time Chief Financial Officer (CFO) for several 
months.  In order to fill the CFO position, ICANN engaged a global search firm 
and conducted a global search.  The search firm screened dozens of applicants, 
several of whom were interviewed by senior management, and two were interviewed 
by one or more Board members.  

 Mr. Calvez is an experienced finance professional with extensive international 
experience.  Born in France, Mr. Calvez has had a progressive career with KPMG 
(France), Deloitte (France and USA), and most recently for the past nine years 
with Technicolor (France and the USA where he most recently served as Chief 
Financial Officer, Network Services Division and then Chief Financial Officer, 
Creative Services Division.

 Mr. Calvez is fluent in French and English, has a degree in Finance & 
Accounting from Université de Bretagne Occidentale, a Masters in Business, 
Finance & Accounting from Université du Maine, and is an Expert Compatable 
Memorialiste (the French equivalent to a CPA in the United States).

 Hiring such a highly qualified individual to serve the role of CFO will have a 
positive impact on the organization's ability to serve the public interest.  
While this engagement will have a fiscal impact on the organization, the level 
of compensation called for within this resolution is contemplated in the 
current budget.  This action will not have any impact on the stability, 
security or resiliency of the domain names system.


 6.  CEO Succession Planning
=============================


Whereas, ICANN's CEO and President announced his intention to leave ICANN at 
the conclusion of his term, on 1 July 2012.

Whereas the Board has initiated planning for the CEO succession process. 

RESOLVED (2011.09.17.10) the Board Governance Committee is directed to 
recommend a slate of Board members to comprise a CEO Search Process Management 
Work Committee for the Board to consider at its next meeting. 

 
Rationale for Resolution 2011.09.17.10

The ICANN Board has begun a process for planning for the CEO succession 
process, to assist in transition of the leadership.  The establishment of a 
work committee will allow the Board to coordinate this process with regular 
reporting to the Board as a whole, as well as reviewing opportunities for 
involvement in the community in the CEO succession process.  Timely succession 
of the ICANN CEO will assist the organization in maintaining its work in 
overseeing the security and the stability of the DNS.  The establishment of the 
work committee will not have a financial impact on ICANN, though resources are 
likely to be required at later points in the process.
  

 7.Board-GAC JWG Final Report Recommendations 
==============================================


Whereas after review of the public comment on the Final Report of the Board-GAC 
Joint Working Group (JWG), the Board agrees that the recommendations within the 
Final Report should be implemented in complement to the GAC-related 
recommendations from the Accountability and Transparency Review Team (ATRT).

Whereas the Board and the GAC have continued work to do to oversee the 
implementation the recommendations in the Final Report and the GAC-related 
recommendations from ATRT.

Whereas the JWG was previously tasked with the oversight of the GAC-related 
recommendations from the ATRT.

Whereas the JWG was dissolved after the Board received the Final Report.

Resolved (2011.09.17.11) the Board directs the Board Governance Committee to 
recommend the composition of a working group of the Board to lead the Board's 
coordination with the GAC on the implementation of recommendations of the JWG 
and the GAC-related recommendations of the ATRT. 

Resolved (2011.09.17.12) the CEO is directed to provide staff support as 
necessary to complete implementation of the recommendations.


Rationale for Resolution 2011.09.17.11 - 2011.09.17.12

The work of the Board-GAC Joint Working Group and the Accountability and 
Transparency Review Team are both important to enhancing the relationship 
between the Board and the GAC.  This resolution will provide a formal mechanism 
to oversee the implementation of the recommendations.  This action will not 
impact the security and stability of the Internet, and is not expected to have 
an impact on ICANN's resources.