[council] ICANN Board meeting resolutions 6 May 2012

[Glen de Saint Géry <Glen@xxxxxxxxx>]

http://www.icann.org/en/groups/board/documents/resolutions-06may12-en.htm
1.    Consent 
Agenda<http://www.icann.org/en/groups/board/documents/resolutions-06may12-en.htm#1>
o   1. Ratification of Global Policy Proposal From ASO for Post Exhaustion IPV4 
Allocation Mechanisms by the 
IANA<http://www.icann.org/en/groups/board/documents/resolutions-06may12-en.htm#1.1>
§  Rationale for Resolution 
2012.05.06.01<http://www.icann.org/en/groups/board/documents/resolutions-06may12-en.htm#1.1.rationale>
o   2. .CAT RSEP Request to Allow Whois 
Changes<http://www.icann.org/en/groups/board/documents/resolutions-06may12-en.htm#1.2>
§  Rationale for Resolution 
2012.05.06.02<http://www.icann.org/en/groups/board/documents/resolutions-06may12-en.htm#1.2.rationale>
o   3. Compensation Committee 
Charter<http://www.icann.org/en/groups/board/documents/resolutions-06may12-en.htm#1.3>
§  Rationale for Resolution 
2012.05.06.03<http://www.icann.org/en/groups/board/documents/resolutions-06may12-en.htm#1.3.rationale>
o   4. Overall Compensation 
Framework<http://www.icann.org/en/groups/board/documents/resolutions-06may12-en.htm#1.4>
§  Rationale for Resolution 
2012.05.06.04<http://www.icann.org/en/groups/board/documents/resolutions-06may12-en.htm#1.4.rationale>
o   5. IRTP Part B, Recommendation 
8<http://www.icann.org/en/groups/board/documents/resolutions-06may12-en.htm#1.5>
§  Rationale for Resolution 
2012.05.06.05<http://www.icann.org/en/groups/board/documents/resolutions-06may12-en.htm#1.5.rationale>
o   6. APPROVAL OF STRATEGIC 
PLAN<http://www.icann.org/en/groups/board/documents/resolutions-06may12-en.htm#1.6>
§  Rationale for Resolution 
2012.05.06.06<http://www.icann.org/en/groups/board/documents/resolutions-06may12-en.htm#1.6.rationale>
o   7. CONFLICT OF INTEREST 
REVIEW<http://www.icann.org/en/groups/board/documents/resolutions-06may12-en.htm#1.7>
§  Rationale for Resolution 
2012.05.06.07<http://www.icann.org/en/groups/board/documents/resolutions-06may12-en.htm#1.7.rationale>
2.    MAIN 
AGENDA<http://www.icann.org/en/groups/board/documents/resolutions-06may12-en.htm#2>
o   1. RATIFICATION OF DECISIONS OF CONFLICTS & ETHICS 
SUBCOMMITEE<http://www.icann.org/en/groups/board/documents/resolutions-06may12-en.htm#2.1>
§  Rationale for Resolutions 2012.05.06.08 - 
2012.05.06.09<http://www.icann.org/en/groups/board/documents/resolutions-06may12-en.htm#2.1.rationale>
o   2. UPDATE OF NEW GTLD PROGRAM COMMITTEE 
MEMBERSHIP<http://www.icann.org/en/groups/board/documents/resolutions-06may12-en.htm#2.2>
§  Rationale for Resolutions 2012.05.06.10 - 
2012.05.06.11<http://www.icann.org/en/groups/board/documents/resolutions-06may12-en.htm#2.2.rationale>



1.    Consent Agenda

Resolved, the following resolutions in this Consent Agenda are approved:

1. Ratification of Global Policy Proposal From ASO for Post Exhaustion IPV4 
Allocation Mechanisms by the IANA

Whereas, the last five unicast IPv4 /8s were allocated to the five RIRs in 
accordance with Global Policy on 3 February 2011.

Whereas, there is currently no policy mechanism for redistributing IPv4 address 
space between RIRs.

Whereas, the addressing community has developed and reached consensus on a 
policy proposal allowing returned IPv4 address space to be shared equally 
between all five RIR regions.

Whereas, the Board on 21 April 2011 resolved to request ICANN staff to track 
the development of this policy proposal in background reports and such reports 
have been submitted regularly.

Whereas, on 13 March 2012, the ASO Address Council submitted the policy 
proposal to ICANN Board for ratification.

Whereas, the proposal was published for public comments from 14 March 2012 
until 4 April 2012, during which time no comments were submitted.

Resolved (2012.05.06.01), that the Global Policy for Post Exhaustion IPv4 
Allocation Mechanisms by the IANA is ratified in line with clause 9 of 
Attachment A to the 2004 ASO MoU.

Rationale for Resolution 2012.05.06.01

The proposed action is intended to ratify a policy proposal that has achieved 
consensus in all five addressing communities and to enable implementation of 
the policy by ICANN in performing the IANA functions. The action to be taken 
does not entail any budgetary consequences in and of itself, nor any potential 
negative effects. It is important to take this action now to respect the 60-day 
window for Board decision stipulated in the ASO MoU.

2. .CAT RSEP Request to Allow Whois Changes

Whereas, PuntCAT submitted a Request pursuant to ICANN's Registry Services 
Evaluation Policy to amend the .CAT Registry Agreement to allow for Whois 
changes to comply with Spanish and EU data protection legislation.

Whereas, ICANN evaluated the proposed amendment to the .CAT Registry Agreement 
as a new registry service pursuant to the Registry Services Evaluation Policy, 
did not identify any security, stability or competition issues, and posted an 
amendment for public comment and Board consideration 
(http://www.icann.org/en/news/announcements/announcement-20jan12-en.htm).

Whereas, the potential issues cited during the public comment period and by 
ICANN were addressed by PuntCAT's responses.

Whereas, approving the proposal would prevent puntCAT domain registrants who 
are individuals to have their contact information from appearing in the puntCAT 
Whois when their domains are queried. In contrast, registrants representing 
businesses are not supposed to have this option, i.e. they are obliged to 
publish their contact information in the Whois.

RESOLVED (2012.05.06.02), the amendment to allow Whois changes in .CAT is 
approved, and the President and General Counsel are authorized to take such 
actions as appropriate to implement the amendment.

Rationale for Resolution 2012.05.06.02

ICANN's stakeholder relations, legal, and technical teams reviewed the RSEP 
proposal for competition and DNS stability issues and found none.

According to the Registry, this service is endorsed by law enforcement and data 
protection agencies representatives from Catalonia, Spain and the EU, as 
indicated in the RSEP annexes.

puntCAT notes that the GAC communiqué issued on March the 28th, 2007 states the 
following:

"2.2 The GAC recognizes that there are also legitimate concerns 
about...conflicts with national laws and regulations, in particular, applicable 
privacy and data protection laws" 
(http://gac.icann.org/system/files/GAC_28_Lisbon_Communique.pdf)

ICANN held a public comment period from 20 January 2012 to 10 February 2012. 
During this time, the puntCAT proposal received four comments, three in support 
and one, from IPC, in opposition. The summary of the comments is available 
below.

Fundacio PuntCAT has conducted consultations with relevant data protection 
agencies representatives from Catalonia, Spain and the EU, as well as informal 
consultations with experts on the subject. The relevant authorities named by 
puntCAT are: the Art. 29 Working Group; the independent EU Advisory Body on 
Data Protection and Privacy; the Spanish Data protection Authority; and Catalan 
Data Protection Authority.

Per Fundació puntCAT, this request is the direct consequence of an increase in 
data protection concerns in the .cat community. The concerns have been directly 
addressed to Fundació puntCAT throughout many registrants' petitions to allow 
private whois, as well as a general trend in the data protection fora that have 
specifically dealt with the subject. In that regard, see the documents referred 
above.

Registrars were consulted and informed in a meeting held on April 14th, 2011, 
between puntCAT and its registrars. The meeting had the whois system change 
proposal as one of its main topics, and none of the registrars attending the 
meeting had any objections to the proposal.

The proposed amendment was submitted for public comment support and one in 
opposition from the IPC. In its reply to IPC concerns, the PuntCAT registry 
continues to affirm that the proposed changes are in alignment with how the 
data protection framework must be interpreted when addressing the challenges 
posed by the Whois system. It also states that "the language used by the 
Spanish data protection Agency is, in our understanding, clear enough to 
proceed with the changes as proposed. puntCAT believes it would be a severe 
irresponsibility not to allow us to proceed with the changes. Delaying or, even 
worse, preventing puntCAT from abiding by the data protection regulation would 
put the Registry in a very risky legal situation, from which serious economic 
liabilities could derive."

In the past, ICANN received and, after public comment, approved a similar 
request from Telnic Ltd, the .tel registry. See: 
http://www.icann.org/en/registries/rsep/index.html#2007004. Telnic is similarly 
situated, i.e., subject to European privacy law.

3. Compensation Committee Charter

Whereas, the Compensation Committee is currently operating under a Charter 
approved in 2005, available at 
http://www.icann.org/en/groups/board/compensation/charter.

Whereas, as part of the Compensation Committee's obligation to review its 
operations and make appropriate recommendations for updates or enhancements, on 
4 May 2012 the Compensation Committee recommended that its Charter be revised 
to better reflect the Committee's current operations. The revised Charter also 
incorporates the standard language for Board Committee Charters as previously 
approved by the Board Governance Committee. See 
http://www.icann.org/en/minutes/resolutions-06mar09.htm#10.

Resolved (2012.05.06.03), the revised Charter of the Compensation Committee is 
approved.

Rationale for Resolution 2012.05.06.03

Approving the revised Compensation Committee charter at this time makes sense 
as the revised version better reflects the current operations of the Committee 
than the prior version, which was approved in 2005. The Charter also now 
conforms to all other committee charters. In developing the revised Charter 
both best practices as well as the actual operations of ICANN's Compensation 
Committee were reviewed and considered significant to approve the revised 
charter.

The approval of the revised Compensation Committee Charter should have a 
positive public effect in that it increases the accountability and transparency 
of the organization and aligns with the Committee's current activities and best 
practices. There is no financial impact on ICANN or the community by revising 
the Compensation Committee Charter. Confirmation of the Compensation 
Committee's mandate through revision to its Charter does not present any impact 
on the systemic security, stability and resiliency of the domain names system.

4. Overall Compensation Framework

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

Whereas, ICANN's current Compensation Framework establishes a target of 
compensation for staff between the 50th and 75th percentile of comparable for 
profit organizations.

Whereas, independent compensation expert consultant Towers Watson has 
recommended that ICANN's Compensation Framework be updated to also include 
review of comparable compensation of staff from not for profit organizations 
and high technology organizations.

Whereas, the compensation expert consultant's recommendation is consistent with 
ICANN's current compensation practices and goals.

Whereas, the Compensation Committee evaluated and agrees with the compensation 
consultant's recommendation.

Resolved (2012.05.06.04), the Board adopts the updated Compensation Framework 
recommended by the independent expert compensation consultant and instructs 
staff to implement it consistent with ICANN's compensation practices.

Rationale for Resolution 2012.05.06.04

ICANN's compensation philosophy is to ensure that remuneration provided to 
staff is competitive globally and that it engenders the appropriate motivation 
for high performance toward agreed objectives. Specifically, as stated in 
ICANN's Compensation Practices previously approved by the Board (see 
http://www.icann.org/en/financials/compensation-practices-31jan10-en.pdf [PDF, 
91 KB]), ICANN maintains a "[c]ommitment to continued payment in the salary 
span of 50th to 75th percentile of relevant comparable companies of a similar 
size and complexity to ICANN, with the actual salary within this band 
determined by the individual's experience and talent and market position." This 
Framework, which was initially based on a 2006 survey by outside compensation 
experts, included comparable for-profit entities. In order to ensure best 
practices in staff compensation, the Compensation Committee called for a review 
of the Compensation Framework established in 2006.

ICANN's independent compensation expert consultant, Towers Watson (TW), has 
conducted a thorough analysis of ICANN's existing Compensation Framework. TW 
advised that the comparable organizations ICANN uses in setting staff 
compensation be updated to include, not only general for profit organizations, 
but also not for profit and high technology organizations. Including all three 
"buckets' of comparable organizations has been recommended to ensure that ICANN 
is using the right mix and of comparables in setting staff compensation levels. 
Making this change provides additional transparency to ICANN's compensation 
practices and improves the precision of the market comparables.

As part of its mandate, the Compensation Committee evaluated the consultant's 
recommendation and has endorsed the adopting of the updated Compensation 
Framework. Doing so will have likely some financial impact on ICANN, but any 
such impact will be budgeted for as part of ICANN's regular budgeting 
activities. This action is not anticipated to have any impact on the security, 
stability or resiliency of the domain name system.

5. IRTP Part B, Recommendation 8

Whereas on 24 June 2009, the GNSO Council launched a Policy Development Process 
(PDP) on the Inter-Registrar Transfer Procedure Part B (IRTP Part B) addressing 
five charter questions, set forth at 
https://community.icann.org/display/gnsoirtpb/3.+WG+Charter.

Whereas the PDP followed the prescribed PDP steps as stated in the Bylaws, 
resulting in a Final Report delivered on 30 May 2011.

Whereas the IRTP Part B Working Group (WG) reached full consensus on the 
recommendations in relation to each of the five issues outlined in the Charter.

Whereas in relation to recommendation #8, the GNSO Council resolved at its 
meeting on 22 June to request ICANN Staff to provide a proposal concerning 
standardizing and clarifying Whois status messages relating to Registrar Lock 
Status, taking into account the IRTP Part B WG deliberations in relation to 
this issue (see IRTP Part B Final Report - (Recommendation 8). Upon review of 
the proposal, the GNSO Council would consider whether to approve the 
recommendation.

Whereas ICANN staff developed the proposal in consultation with the IRTP Part B 
Working Group, which was put out for public comment (see 
http://www.icann.org/en/public-comment/irtp-b-staff-proposals-22nov11-en.htm).

Whereas comments were received from the Intellectual Property Constituency, 
considered by the GNSO Council, and the proposal was updated accordingly for 
GNSO Council consideration.

Whereas the GNSO Council reviewed and discussed the proposal in relation to 
IRTP Part B recommendation #8 and unanimously adopted the recommendation and 
proposal at its meeting on 16 February 2012 (see 
http://gnso.icann.org/resolutions/#201202).

Whereas the GNSO Council vote met and exceeded the required voting threshold to 
impose new obligations on ICANN contracted parties.

Whereas after the GNSO Council vote, a 21-day public comment period was held on 
the approved recommendation, and the comments have been summarized and 
considered 
(http://www.icann.org/en/news/public-comment/report-comments-irtp-b-rec8-16apr12-en.pdf
 [PDF, 340 KB]).

Resolved (2012.05.06.05), the Board adopts the GNSO Council Policy 
Recommendations amending the Inter-Registrar Transfer Policy set forth at 
http://www.icann.org/en/transfers/policy-en.htm.

Resolved (2012.05.06.xx), the CEO is to develop and complete an implementation 
plan for these Recommendations and continue communication with the community on 
such work.

Rationale for Resolution 2012.05.06.05

Why is this issue addressed now?
The Inter-Registrar Transfer Policy (IRTP) is a consensus policy that was 
adopted in 2004 which provides for a straightforward process for registrants to 
transfer domain names between registrars. The GNSO Council established a series 
of five Working Groups (Parts A through E) to review and consider various 
revisions to this policy.

The IRTP Part B PDP is the second in a series of five scheduled PDPs addressing 
areas for improvements in the existing policy. The IRTP Part B Working Group 
has addressed five issues focusing on domain hijacking, the urgent return of an 
inappropriately transferred name, and lock status. Most of these 
recommendations have already been adopted by the GNSO Council and the ICANN 
Board. In relation to recommendation #8, a proposal from staff was requested. 
Following consultations with the IRTP Part B Working Group and a public comment 
forum on the Staff 
Proposal<http://www.icann.org/en/announcements/announcement-2-22nov11-en.htm>, 
ICANN Staff submitted its proposal to the GNSO Council. Following this, 
additional 
comments<http://gnso.icann.org/mailing-lists/archives/council/msg12555.html> 
were submitted by the Intellectual Property Constituency. The GNSO Council 
reviewed the comments and the updated staff 
proposal<http://gnso.icann.org-mailing-lists-archives-council-msg12600.html>, 
which was submitted addressing the 
comments<http://gnso.icann.org/mailing-lists/archives/council/msg12580.html> 
provided by the IPC. The GNSO Council approved IRTP Part B Recommendation #8 
and the updated staff proposal unanimously at its meeting on 16 February 2012 
(see http://gnso.icann.org/resolutions/#201202). The IRTP Part B PDP Final 
Report received unanimous consensus support from the IRTP Part B Working Group 
as well as the GNSO Council.

What is the proposal being put forward for Board consideration?
Recommendation #8 recommends standardizing and clarifying WHOIS status messages 
regarding Registrar Lock status. The goal of these changes is to clarify why 
the Lock has been applied and how it can be changed. Based on discussions with 
technical experts, the IRTP Part B WG does not expect that such a 
standardization and clarification of WHOIS status messages would require 
significant investment or changes at the registry/registrar level. The IRTP 
Part B WG recommended that ICANN staff is asked to develop an implementation 
plan for community consideration which ensures that a technically feasible 
approach is developed to implement this recommendation.

The ICANN Staff proposal agrees that the standardization and clarification of 
WHOIS status messages does not require significant investment or changes at the 
registry/registrar level. As outlined in the IRTP Part B Final Report, it is 
possible to associate each EPP status value with a message that explains the 
meaning of the respective status value. Registrars would be required to display 
a link to information on each status code directly next to the status in the 
output, for example: "Status: ClientLock 
http://www.internic.net/status/html/clientlock";. This link would then direct to 
an ICANN controlled web page where the relevant status code information as 
described in the 'EPP Status Codes, what do they mean and why should I know?' 
1<http://www.icann.org/en/groups/board/documents/resolutions-06may12-en.htm#foot1>
 is posted. ICANN will also post translations of the status information. The 
web page can make use of localization information from the browser the user is 
using to display the web page in the related language. The requirement for 
registries and registrars to provide this link and ensure uniformity in the 
message displayed could be implemented as a standalone 'WHOIS Status 
Information Policy' or as an addition to the IRTP. In order to avoid potential 
blocking or stripping out of URLs from WHOIS output for valid reasons, 
registrars would be required to not remove Internic.net hyperlinks (or 
particularly the Internic.net status hyperlink) from their WHOIS output. In 
addition to the link, registrars would be required to include in the WHOIS 
output a note that would state "For more information on WHOIS status codes, 
please visit Internic.net" where the link to the information would be posted.

Outreach conducted by the Working Group to solicit views of groups that are 
likely to be impacted:
Public comment forums were held by the Working Group on the initiation of the 
PDP<http://forum.icann.org/lists/irtp-b>, the Initial 
Report<http://forum.icann.org/lists/irtp-b-initial-report/>, the proposed Final 
Report<http://forum.icann.org/lists/irtp-b-proposed-final-report/> and the 
Staff Proposal on Recommendation 
#8<http://www.icann.org/en/announcements/announcement-2-22nov11-en.htm> in 
additional to regular updates to the GNSO Council as well as workshops to 
inform and solicit the input from the ICANN Community at ICANN meetings (see 
for example, Brussels Meeting<http://brussels38.icann.org/node/12502> and San 
Francisco Meeting<http://svsf40.icann.org/node/22083>). Constituency / 
Stakeholder Group Statements were submitted (see 
https://community.icann.org/display/gnsoirtpb/IRTP+Part+B). All comments 
received were reviewed and considered by the IRTP Part B PDP WG (see section 6 
of the IRTP Part B Final 
Report<http://gnso.icann.org/issues/transfers/irtp-b-final-report-30may11-en.pdf>
 [PDF, 972 KB]). In addition, as prescribed by the ICANN Bylaws, a public 
comment 
forum<http://www.icann.org/en/public-comment/irtp-b-rec8-21feb12-en.htm> was 
held on the recommendations to be considered by the ICANN Board.

What concerns or issues were raised by the community?
Following the closing of the public comment forum on the staff proposal (no 
comments received) and the submission of the proposal to the GNSO Council, the 
Intellectual Property Constituency submitted a number of 
comments<http://gnso.icann.org/mailing-lists/archives/council/msg12555.html>, 
which ICANN staff responded 
to<http://gnso.icann.org/mailing-lists/archives/council/msg12580.html> by 
submitting an updated 
proposal<http://gnso.icann.org-mailing-lists-archives-council-msg12600.html>. 
The comments and updated proposal were considered as part of the GNSO Council 
deliberations. Subsequently, the GNSO Council 
adopted<http://gnso.icann.org/resolutions/#201202> the recommendation and 
updated ICANN Staff proposal unanimously. Following the adoption by the GNSO 
Council, another public comment 
forum<http://www.icann.org/en/news/public-comment/irtp-b-rec8-21feb12-en.htm> 
was opened on the recommendation and staff proposal. Two comments were 
received, but these comments did not require changes to the recommendation 
and/or staff proposal in the opinion of ICANN Staff (see 
http://www.icann.org/en/news/public-comment/report-comments-irtp-b-rec8-16apr12-en.pdf
 [PDF, 340 KB]).

What significant materials did the PDP Working Group and GNSO Council review 
outlining the support and/or opposition to the proposed recommendations?
The materials and input reviewed by the IRTP Part B PDP Working Group are 
outlined in the IRTP Part B Final 
Report<http://gnso.icann.org/issues/transfers/irtp-b-final-report-30may11-en.pdf>
 [PDF, 972 KB], which also outlines the full consensus support of the IRTP Part 
B Working Group for this recommendation. In addition to the regular updates as 
described above, the GNSO Council reviewed this Final Report and the ICANN 
Staff proposal, as well as the comments submitted by the IPC and Staff's 
response to those comments.

What factors the GNSO Council found to be significant?
The recommendation was developed by the IRTP Part B Working Group following the 
GNSO Policy Development Process as outlined in Annex A of the ICANN Bylaws and 
has received the unanimous support from the GNSO Council. As outlined in the 
ICANN Bylaws, the Council's unanimous (supermajority) support for the motion 
obligates the Board to adopt the recommendation unless by a vote of more than 
66%, the Board determines that the policy is not in the best interests of the 
ICANN community or ICANN. In addition, transfer related issues are the number 
one area of complaint according to data from ICANN Compliance. Improvements to 
the IRTP have the potential to reduce the number of complaints, in addition to 
providing clarity and predictability to registrants as well as registrars.

Are there positive or negative community impacts?
Improvements to the IRTP have the potential to reduce the number of complaints, 
in addition to providing clarity and predictability to registrants as well as 
registrars. Adoption of the recommendations will require changes in processes 
for registrars, but these are considered to have a minimum impact and necessary 
in order to address the issues that are part of this Policy Development 
Process. The recommendations, if implemented, would usefully clarify and 
enhance the IRTP, to the advantage of all parties concerned.

Are there fiscal impacts or ramifications on ICANN (strategic plan, operating 
plan, budget); the community; and/or the public?

Apart from those changes required in process for registrars as outlined above, 
no other fiscal impacts or ramifications on ICANN; the community; and/or the 
public are expected.

Are there any security, stability or resiliency issues relating to the DNS?
There are no security, stability, or resiliency issues related to the DNS if 
the Board approves the proposed recommendations.

6. APPROVAL OF STRATEGIC PLAN

Resolved (2012.05.06.06), the Board approves the July 2012-June 2015 Strategic 
Plan, and directs the President and CEO to move forward with the 
Internationalization survey and community-based operational planning process 
based on the strategic objectives as set forth in the plan. The aspects of the 
2012-2015 Strategic Plan that cover the expansion of ICANN's international 
presence and engagement efforts are deferred pending further direction from the 
Board.

Rationale for Resolution 2012.05.06.06

To remain accountable to the global Internet community, the Board is taking 
this action to allow for community input on the further planning for ICANN's 
international presence and engagement. There has been a community survey on 
these items, and a paper will be produced that will be the subject of public 
comment and discussion. In addition, continued work towards these efforts as 
set forth in the 2011-2014 Strategic Plan is not prudent, therefore those 
portions of the 2011-2014 Strategic Plan are deferred.

After review of these inputs, and as appropriate to respond to inputs, 
initiatives to expand ICANN's international presence and engagement may be 
updated within the 2012-2015 Strategic Plan, and included within the 2012-2013 
Operating Plan. In order to allow for the 2012-2013 operational planning cycle 
to proceed, the Board approves the 2012-2015 Strategic Plan.

While there will likely be a fiscal impact as a result of this work, the fiscal 
impact of undertaking the survey and review process is minimal. Further, the 
deferral of current initiatives within the 2011-2012 Operating Plan regarding 
the further allocation or reallocation of staff and resources that relate to 
ICANN's international presence and engagement prior to the Prague Meeting will 
preserve resources from having to be reallocated as necessary after this review 
is complete.

This action is not expected to have any impact on the security or the stability 
of the DNS.

7. CONFLICT OF INTEREST REVIEW

Whereas, one stage of ICANN's three-stage review of its conflicts of interest 
and ethics regimes called for outside counsel that is familiar with ICANN, 
Jones Day, to perform a holistic review of ICANN's documented corporate 
governance policies and practices to make recommendations of how they can be 
approved.

Whereas, Jones Day recommended modifications to the Conflicts of Interest 
Policy, Code of Conduct and Expected Standards of Behavior in order to promote 
superior ethics, integrity and transparency into ICANN's deliberative processes.

Whereas, Jones Day also recommended the adoption of Corporate Governance 
Guidelines that provide a consolidated source of reference to ICANN's 
governance policies and practices.

Whereas, these four documents were posted for public comment, all of which were 
considered, and minor revisions were made to the Conflicts of Interest Policy 
and Code of Conduct to address those comments.

Whereas, the review of ICANN's conflicts and ethics practices is still 
underway, and further recommended changes to these documents may be identified 
as part of these reviews.

Whereas, the Board is committed to continue making improvements and 
enhancements to all of its conflicts and ethics practices and documentation, 
and recognizes that these documents may be further revised when further 
recommendations are made and accepted.

Resolved (2012.05.06.07), the Board adopts the revised Conflicts of Interest 
Policy, revised Code of Conduct and revised Expected Standards of Behavior, as 
well as the new Corporate Governance Guidelines.

Rationale for Resolution 2012.05.06.07

Adopting the Revised Conflicts of Interest Policy, Code of Conduct and Expected 
Standards of Behavior, as well as the new Corporate Governance Guidelines is 
another step in ICANN's enhancements to its conflicts of interest and ethics 
practices. As announced in October 2011, ICANN is undertaking a three-part 
review of these practices, and the continued enhancements of the documented 
policies and practices is just one way to demonstrate ICANN's commitment to 
ensuring the legitimacy and sustainability of the ICANN multi-stakeholder 
model. The adoption of these documents does not represent and end to the 
conflicts and ethics review work; it is expected that each of these documents 
are to be seen as evolving, and subject to change pending the needs of the 
ICANN community. In addition, the continued work to review the conflicts and 
ethics practices may necessitate further revision, or the adoption of 
additional documents as necessary.

With the adoption of these documents, ICANN recognizes that demonstrating 
adherence to these guidelines, policies and codes is an essential part of a 
commitment to enhance the organization's conflicts and ethics practices. Having 
strong documents are only a single part of the equation; it is now up to the 
Board and the ICANN community as a whole to meet the heightened practices set 
out therein in order to start putting the enhancements into action.

In response to the public comment received on these documents, ICANN has 
already incorporated a specific change to reflect individual Board member 
obligations to be free of conflicts that may impair ICANN's ability to operate 
for the benefit of the Internet community as a whole. Other comments, such as a 
request for documentation to be in less legalistic language, are under 
consideration.

Taking this action is expected to positively impact the ICANN community through 
the adoption of heightened practices to address and mitigate the potential for 
conflicts of interest in ICANN decision-making. While these changes are to be 
viewed as steps in the process of an ongoing review of conflicts and ethics 
practices, it is important to adopt incremental changes as feasible. The 
adoption of these guidelines and policy revisions is not expected to have a 
fiscal impact on ICANN, nor is this expected to have any impact on the 
security, stability and resiliency of the domain name system.

2.    MAIN AGENDA:
1. RATIFICATION OF DECISIONS OF CONFLICTS & ETHICS SUBCOMMITEE

Whereas, ICANN is committed to attaining the highest ethical standard to ensure 
the legitimacy and sustainability of the multi-stakeholder model.

Whereas, ICANN's current corporate governance documents, as set out at 
http://www.icann.org/en/documents/governance/, include a Conflicts of Interest 
Policy and Board Code of Conduct (including ethical guidelines and 
confidentiality provisions).

Whereas, on 8 December 2011, the Board adopted specific, heightened conflicts 
of interest requirements to apply to the New gTLD Program, in furtherance of 
ICANN's commitment to demonstrating that it will treat decisions approving any 
new gTLD application in an ethical manner and with care to avoid even an 
appearance of a conflict of interest.

Whereas, pursuant to its charter, the Board Governance Committee (the "BGC") is 
responsible for the administration of the Conflicts of Interest Policy.

Whereas, the BGC has established a subcommittee on ethics and conflicts (the 
"Subcommittee"), comprised of Directors who are not conflicted on new gTLDs, or 
who have a conflict on new gTLDs and have mitigated that conflict, for the 
purpose of assessing conflicts of interest of all Board members (including 
Directors and Liaisons). The Subcommittee reviewed all Board member statements 
of interest to evaluate whether there are any potential or actual conflicts of 
interest in relation to the New gTLD Program.

Whereas, at the Board's February 2012 workshop in Los Angeles, California, the 
Subcommittee completed its initial identification of Board members (including 
liaisons) with potential or actual conflicts of interest in relation to the New 
gTLD Program.

Whereas, each Director or Liaison so identified has had the opportunity to 
discuss the facts and circumstances that resulted in the identification of the 
potential or actual conflict of interest prior to a final determination being 
made by the Subcommittee.

Whereas, the Subcommittee has completed its determination regarding each 
Director or Liaison regarding the existence of a potential or actual conflict 
of interest in relation to the New gTLD Program, including (where applicable) 
potential steps towards mitigation to permit such Board members to participate 
in Board discussions and deliberations regarding the New gTLD Program.

Resolved (2012.05.06.08), the Board ratifies and adopts the Subcommittee's 
determinations regarding Directors and Liaisons with potential or actual 
conflicts of interest as it relates to the New gTLD Program.

Resolved (2012.05.06.09), if deliberations relating to the New gTLD Program 
call for expertise and experience about the industry operations, or any other 
matters, that could be provided by any of the Directors or Liaisons who have 
been determined by the Subcommittee to have potential or actual conflicts of 
interests as it relates to the New gTLD Program, such Board members or Liaisons 
can be asked to participate in the limited discussion requiring such expertise 
and experience. Independent experts could be similarly invited to participate 
in the deliberations. If such expertise is sought, the nature of the discussion 
and the expert will be identified in the meeting minutes or notes, as 
applicable.

Rationale for Resolutions 2012.05.06.08 - 2012.05.06.09

Over the past several months, ICANN has placed a strong emphasis on the need 
for enhancing ICANN's policies relating to conflicts of interest, ethics, 
confidentiality and an overall code of conduct. During the Singapore meeting, 
the President and CEO identified such issues as crucial given that the New gTLD 
Program was entering into a new phase with Board approval, which was taken on 
20 June 2011. In addition, the community has been calling for a thorough review 
of these policies. Accordingly, ICANN has determined that it should strive to 
achieve a highest standards in both the documentation of polices and the 
adherence to polices relating to conflicts of interest ethics, confidentiality 
and code of conduct.

Part of ICANN's commitment to this standard is demonstrated through its 
rigorous application of its Conflicts of Interest policy through the 
institution of a Subcommittee of the Board Governance Committee, comprised 
solely of Independent Directors and focused on the application of ethics and 
conflicts policies and practices. Here, the Subcommittee's determination of 
which directors and liaisons have potential or actual conflicts of interest in 
relation to the New gTLD Program, and the Board's acceptance of those 
determinations, help ICANN remain accountable to the community and their 
expectations that ICANN's deliberations and decision making is not affected by 
individual conflicts of interest. The increased attention and review on this 
subject is expected to have a positive effect on ICANN and the community. There 
is no financial impact to the organization as a result of this decision, and 
this decision will not have any impact on the security or the stability of the 
DNS.

2. UPDATE OF NEW GTLD PROGRAM COMMITTEE MEMBERSHIP

Whereas, on 10 April 2012 the Board created the New gTLD Program Committee, to 
which it delegated all legal and decision making authority of the Board 
relating to the New gTLD Program (for the round of the Program, which commenced 
in January 2012 and for the related Applicant Guidebook that applies to this 
current round) as set forth in its Charter, which excludes those things that 
the Board is prohibited from delegating by law, or pursuant to Article XII, 
Section 2 of the ICANN Bylaws.

Whereas, Thomas Narten has been determined by the Board Governance Committee's 
Subcommittee for Conflicts & Ethics to have mitigated the previously-identified 
conflict of interest with respect to the New gTLD Program, and that 
determination has been accepted by the Board.

Resolved (2012.05.06.10), Thomas Narten is hereby approved as a non-voting 
Liaison member of the New gTLD Program Committee.

Resolved (2012.05.06.11), all members of the New gTLD Program Committee 
reinforce their commitment to the 8 December 2011 Resolution of the Board 
(Resolution 2011.12.08.19) regarding Board member conflicts, and specifying in 
part: "Any and all Board members who approve any new gTLD application shall not 
take a contracted or employment position with any company sponsoring or in any 
way involved with that new gTLD for 12 months after the Board made the decision 
on the application."

Rationale for Resolutions 2012.05.06.10 - 2012.05.06.11

The Board reaffirms its Rationale for Resolutions 2012.04.10.01-2012.04.10.04, 
stating in full: In order to have efficient meetings and take appropriate 
actions with respect to the New gTLD Program for the current round of the 
Program and as related to the Applicant Guidebook, the Board decided to create 
the "New gTLD Program Committee" in accordance with Article XII of the Bylaws 
and has delegated decision making authority to the Committee as it relates to 
the New gTLD Program for the current round of the Program which commenced in 
January 2012 and for the related Applicant Guidebook that applies to this 
current round.

Establishing this new Committee without conflicted members, and delegating to 
it decision making authority, will provide some distinct advantages. First, it 
will eliminate any uncertainty for conflict Board members with respect to 
attendance at Board meetings and workshops since the New gTLD Program topics 
can be dealt with at the Committee level. Second, it will allow for actions to 
be taken without a meeting by the committee. As the Board is aware, actions 
without a meeting cannot be taken unless done via electronic submission by 
unanimous consent; such unanimous consent cannot be achieved if just one Board 
member is conflicted. Third, it will provide the community with a transparent 
view into the Board's commitment to dealing with actual, potential or perceived 
conflicts.

This resolution should have a positive impact on the community and ICANN as a 
whole as the New gTLD Program Committee will be able to take actions relating 
to the New gTLD Program for the current round of the Program and as related to 
the Applicant Guidebook without any question of conflict arising.

No fiscal impact is anticipated as a result of this action and there will be no 
impact on the security, stability no resiliency of the domain name system.

________________________________

1<http://www.icann.org/en/groups/board/documents/resolutions-06may12-en.htm#note1>
 The IRTP Part B Working Group, with the support of ICANN Staff developed this 
document, which provides an overview of EPP Status Codes and what they mean 
(see Annex F of the IRTP Part B Final 
Report<http://gnso.icann.org/issues/transfers/irtp-b-final-report-30may11-en.pdf>
 [PDF, 972 KB] - EPP Status Codes, what do they mean and why should I know?)

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