[council] Revised ICANN Board Conflicts of Interest Policy and Other Governance Documents Adopted

[Glen de Saint Géry <Glen@xxxxxxxxx>]

http://www.icann.org/en/news/announcements/announcement-2-15may12-en.htm
Revised ICANN Board Conflicts of Interest Policy and Other Governance Documents 
Adopted

15 May 2012

As part of ICANN's review of its conflicts of interest and ethics practices, on 
6 May 2012 the ICANN Board approved revisions to the Board Conflicts of 
Interest Policy<http://www.icann.org/en/groups/board/governance/coi>, the Code 
of Conduct<http://www.icann.org/en/groups/board/governance/code-of-conduct> and 
Expected Standards of 
Behavior<http://www.icann.org/en/news/in-focus/accountability/expected-standards>.
 The Board also approved new Corporate Governance 
Guidelines<http://www.icann.org/en/about/governance/guidelines>, a flexible 
framework document that collects the sources of corporate governance 
requirements that ICANN follows. For more information on how each of these 
documents applies within ICANN, please refer to this explanatory 
memo<http://www.icann.org/en/groups/board/governance/materials-memo-11mar12-en.pdf>
 [PDF, 128 KB].

These four documents were prepared after a review of ICANN's corporate 
governance documents, and the resulting recommendations as to how the documents 
could be improved in light of best practices in corporate governance, while 
still reflecting the needs of ICANN. Each of the documents were posted for 
public 
comment<http://www.icann.org/en/news/public-comment/board-coi-review-11mar12-en.htm>
 in March 2011. They represent just the first stage of ICANN's approach to the 
Conflicts of Interest and Ethics review. The ongoing work within ICANN on 
conflicts of interest and ethics practices may result in identification of 
additional changes to these exact documents. Further, in approving these 
revised or newly created documents, the Board has recognized that further 
modifications may be necessary - these are living documents that should be 
reviewed and amended from time to time to reflect changes within ICANN, as well 
as to best practices in corporate governance.

Other Work on Conflicts of Interest and Ethics

As reported by ICANN, there are two other portions of its review of conflicts 
of interest and ethics practices. One of those portions was asking Cooley LLC, 
a law firm with expertise in corporate governance issues and that is new to 
ICANN, to perform a review of ICANN's corporate governance practices. Cooley 
produced two reports:
·        First Report on Corporate 
Governance<http://www.icann.org/en/about/governance/corp-gov-report-03oct11-en.pdf>
 [PDF, 401 KB] (3 October 2011, revised on 27 April 2012) and
·        Second Report on Corporate 
Governance<http://www.icann.org/en/about/governance/corp-gov-report-17apr12-en.pdf>
 [PDF, 767 KB] (17 April 2012)

The action items arising out of the first report, including compiling ICANN's 
corporate governance document in one section of the ICANN website, providing 
dates of amendment for documents such as the Code of Conduct, have been 
adopted. In addition, ICANN asked Cooley to undertake recommended research, 
which resulted in the Second Report.

In the Second Report, Cooley conduced a comparative review of ICANN's 
documentation to the governance documentation of leading institutions. While 
Cooley noted that ICANN's policies are aligned with essential governance 
principles, it also noted that there may be room for improvement. Two specific 
recommendations for improvement followed: ICANN should consider revising its 
guidebook for employees to ensure that policies covering unethical behavior and 
complaints are satisfactorily covered; and ICANN should consider adopting a 
policy to deal with repeat offenders of its ethical and governance standards. 
ICANN has already begun work with outside counsel to review its employee 
policies and procedures, which will take Cooley's recommendation into account, 
and work is ongoing to determine how the recommendation to address "repeat 
offenders" can be implemented.

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