[council] Resolutions from Board meeting 13 Sept 2012 in Los Angeles

[Bruce Tonkin <Bruce.Tonkin@xxxxxxxxxxxxxxxxxx>]

Hello All,

See the resolutions from the ICANN Board meeting held in Los Angeles yesterday 
below.

Key items were:

- proposed bylaw change to align the terms of the supporting organization seats 
on the Board to the AGM.  The supporting organizations will need to select 
their  Directors 6 months before the AGM.   E.g.  AGM in November 2013, the 
selection for Board seat #13 will need to be made by May 2013.

- action items related to work on root scaling resulting from SSAC advice

- compensation of $5,000 for George Sadowsky's role as chair of the CEO search 
committee

- formal appointment of Fadi Chehadé as CEO effective today

- salary increase for the CFO

Regards,
Bruce Tonkin
  



From:  http://www.icann.org/en/groups/board/documents/resolutions-13sep12-en.htm


13 September 2012
 
 1.   Consent Agenda:

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

        a.   Approval of Board Meeting Minutes

Resolved (2012.09.13.01), the Board approves the minutes of the 28 August 2012 
ICANN Board Meeting.


        b.   Security, Stability & Resiliency of the DNS Review Team Final 
Report

Whereas, the Security, Stability & Resiliency of the DNS Review Team members 
volunteered their time over the last 19 months to develop their Final Report, 
as required by the Affirmation of Commitments;

Whereas the SSR Review Team submitted their Final Report to the Board and it 
was posted for public comment for two months;

Resolved (2012.09.13.02), the Board received the Final Report and thanks the 
members of the SSR Review Team for their time and commitment to improving the 
security, stability and resiliency of the DNS and ICANN's supporting 
activities, and for providing substantive Recommendations for the Board's 
consideration;

Resolved (2012.09.13.03), the Board thanks the entities that provided public 
input on the Final Report, including the ALAC, GAC and Registry Stakeholder 
Group, and requests that the ASO, GNSO, ccNSO, RSSAC, and SSAC provide any 
input they have on the Report to the Board by 30 September 2012;

Resolved (2012.09.13.04), the Board requests that the President and CEO 
instruct Staff to consider the public comments and community input, assess the 
Recommendations, evaluate the potential implementation paths for each 
Recommendation, and provide the Board with guidance and advice on the Report, 
including, where appropriate, potential implementation plans and budgets, by 
the ICANN Toronto meeting.


c.   Response to SSAC Letter of 2 July 2012

Whereas, on July 2, 2012, the ICANN Board received a letter from Patrik 
Fältström, Chairman of the ICANN Security and Stability Advisory Committee, 
http://www.icann.org/en/news/correspondence/faltstrom-to-icann-board-02jul12-en 
, providing an update of the SSAC's views on the status of the new gTLD process.

Whereas, the Board seeks to respond to the recommendations set forth in the 
letter.

Resolved (2012.09.13.05), the Board thanks SSAC for its advice of 2 July 2012.

Resolved (2012.09.13.06), with respect to the individual recommendations:

■ Recommendation (1), the Board requests the CEO direct staff to work with the 
root server operators via RSSAC to complete the documentation of the 
interactions between ICANN and the root server operators with respect to root 
zone scaling.

■ Recommendation (2), the Board recommends the CEO to direct staff to work with 
NTIA and Verisign to explore publication of one or more statements regarding 
preparation for the proposed changes.

■ Recommendation (3), the Board recommends the CEO to direct staff to publish 
current estimates of the expected growth rates of TLDs. The Board recognizes 
there is currently re-examination of the process for evaluating gTLD 
applications, particularly including whether to use multiple or a single batch, 
and with the completion of the application submission process there is now much 
more specific information on the number and other characteristics of 
applications to process.  Accordingly, the Board suggests the publication of 
the expected growth rates of TLDs be coordinated with the re-examination.

■ Recommendation (4), the Board hereby formally asks RSSAC for its advice on 
this topic and an update on plans to satisfy this recommendation. The Board 
also asks the CEO whether there are other parties who should be consulted, and 
to ask such parties to participate.

■ Recommendation (5), the Board hereby formally requests SSAC for its advice on 
how interdisciplinary studies of security and stability implications from 
expanding the root zone more than an order of magnitude should be carried out 
and whom else should be consulted, and tasks staff with formulating and 
executing one or more studies, as needed.


d.    Alignment of Board Terms

Whereas, there are currently two induction periods to the ICANN Board each 
year, one at or around the Mid-Year Meeting for members appointed by the 
Supporting Organizations and the At-Large Community, and the other at the 
conclusion of the Annual General Meeting for members selected by the Nominating 
Committee.

Whereas, the ICANN Board has long considered the coordination of Board member 
term transition as an issue of Board efficiency and effectiveness.

Whereas, the Board Governance Committee (BGC) considered how Board terms could 
be aligned to allow all Board members selected in any year to begin their terms 
at the same time, while still preserving the ability for the Nominating 
Committee to consider the geographic diversity of the Board.

Whereas, proposed revisions to the ICANN Bylaws have been drafted to achieve 
alignment of Board term transitions while preserving the ability for the 
Nominating Committee to consider the geographic diversity of the Board.

Whereas, the Board encourages the Supporting Organizations and At-Large 
Community to consider how the timing of their selection processes may need to 
be modified to meet the proposed Bylaws revisions to align Board terms.

Resolved (2012.09.13.07), the Board directs the President and CEO to have the 
proposed Bylaws revisions posted for public comment for an initial comment 
period of no less than 30 days and any reply period, if applicable, for no less 
than 21 days.



2.   Main Agenda:

a.   Criteria for Determining Chair Compensation for Non-Standing Board 
Committees

Whereas, ICANN is a nonprofit California public benefit corporation that is 
exempt from Federal income tax under §501(a) of the Internal Revenue Code of 
1986, as amended (the "Code") as an organization described in §501(c)(3) of the 
Code.

Whereas, ICANN may not pay directors more than Reasonable Compensation as 
determined under the standards set forth in §53.4958-4(b) of the regulations 
issued under §4958 of the Code (the "Regulations").

Whereas, ICANN has taken all steps necessary, and to the extent possible, to 
establish a presumption of reasonableness in the level of voting Board member 
compensation as approved on 8 December 2011, including additional retainers for 
voting directors that serve as chairs of Board committees.

Whereas, the Board previously approved the recommendation from the Independent 
Valuation Expert (as that term is defined in §53.4958-1(d)(4)(iii)(C) of the 
IRS Regulations), made in its Report or Reasoned Written Opinion, (as that term 
is defined in §53.4958-1(d)(4)(iii)(C) of the Regulations), that it is 
reasonable to "[i]ntroduce annual cash retainer of $35,000 for outside 
directors and maintain the $75,000 for Chairman of the Board" and "[a]n 
additional $5,000 annual retainer would be provided for committee chair (except 
the Chairman of the Board)." (Resolution 2011.12.08.11.)

Whereas, the Board agrees that there are certain non-standing committees of the 
Board for which it is reasonable to offer a voting director of the Board the 
additional $5,000.00 annual remuneration for service as chair, as contemplated 
within the recommendation of the Independent Valuation Expert.

Resolved (2012.09.13.08), the Board approves that at least the following 
criteria be applied in the consideration of whether it is reasonable to offer a 
voting director an additional US $5,000.00 annual remuneration for service as 
chair of a non-standing committee of the Board:

■ At the time of establishment of the non-standing committee, the work of the 
committee is expected to last longer than six months; based upon the expected 
duration of the committee, consideration should be given to the propriety of 
offering a pro-rata or full annual remuneration to reflect the expected length 
of service.

■ At the time of establishment of the non-standing committee, the Chair is 
anticipated to devote a significant amount of time over the duration of the 
committee.

■ The committee is expected to experience periods of extremely heavy workload 
at times throughout the duration of the committee.

■  These criteria shall be evaluated, and a recommendation made on the offering 
of a $5,000.00 additional annual remuneration to the Chair, at the time of the 
establishment of the non-standing committee. 

■   The limitations on this additional retainer, as set forth in Resolutions 
2011.12.08.16 and 2011.12.08.17, remain in force.

Resolved (2012.09.13.09), the Board approves the offering of a US$5,000.00 
additional remuneration for 2012 to George Sadowsky for his service as Chair of 
the CEO Search Process Management Work Committee.


b.   Redelegation of the .MO domain representing Macao to the Bureau of 
Telecommunications Regulation (DSRT)

Whereas, MO is the ISO 3166-1 two-letter country-code designated for Macao;

Whereas, ICANN has received a request for the redelegation of .MO to the Bureau 
of Telecommunications Regulation (DSRT);

Whereas, ICANN has reviewed the request, and has determined that the proposed 
redelegation would be in the interests of the local and global Internet 
communities.

Resolved (2012.09.13.10), the proposed redelegation of the .MO domain to the 
Bureau of Telecommunications Regulation (DSRT) is approved.

c.   Election of Fadi Chehadé as President and Chief Executive Officer, 
effective 14 September 2012

Whereas, on 31 May 2012, the ICANN Board elected Fadi Chehadé as President and 
Chief Executive Officer, with a term to begin on 1 October 2012, to serve at 
the pleasure of the Board and in accordance with the Bylaws of the Corporation, 
and shall hold his office until his resignation, removal, or other 
disqualification from service, or until his successor shall be elected and 
qualified 
http://www.icann.org/en/groups/board/documents/resolutions-31may12-en.htm.

Whereas, Fadi Chehadé's term was to begin on 1 October 2012 at 12:00 am PDT, 
and contingent upon the execution of an agreement based on terms that had been 
approved by the Board.

Whereas, the Board appointed Akram Atallah, ICANN's current Chief Operating 
Officer as interim President and Chief Executive Officer for the period of 1 
July 2012 through 30 September 2012 
http://www.icann.org/en/groups/board/documents/resolutions-31may12-en.htm.

Whereas, an agreement based on the terms that had been approved by the Board 
has been executed with Fadi Chehadé.

Whereas, Fadi Chehadé's prior commitments have come to conclusion, and he is 
available to assume his role with ICANN earlier than anticipated. He will 
assume his duties as President and Chief Executive Officer on 14 September 2012 
at 12:00am PDT.

Whereas, pursuant to according to Article VI, Section 2.1.f. of the Bylaws 
http://www.icann.org/en/about/governance/bylaws#VI, the person serving as 
President and Chief Executive Officer Fadi Chehadé shall also serve ex-officio 
as a voting member of the Board when he assumes his position as President and 
Chief Executive Officer.

Whereas, Akram Atallah will step down from his role as interim President and 
Chief Executive Officer on 13 September 2012 at 11:59 pm PDT, while continuing 
in his role as ICANN's Chief Operating Officer.

Resolved (2012.09.13.11), Akram Atallah's service as Interim President and 
Chief Executive Officer will conclude on 13 September 2012 at 11:59 pm PDT. The 
Board thanks Akram Atallah for his service as interim President and Chief 
Executive Officer from 1 July 2012 through 13 September 2012, and affirms that 
Akram Atallah continues as ICANN's Chief Operating Officer.

Resolved (2012.09.13.12), effective 14 September 2012 at 12:00 am PDT, Fadi 
Chehadé is elected as President and Chief Executive Officer, to serve at the 
pleasure of the Board and in accordance with the Bylaws of the Corporation, and 
shall hold his office until his resignation, removal, or other disqualification 
from service, or until his successor shall be elected and qualified. 

Resolved (2012.09.13.13), effective 14 September 2012 at 12:00 am PDT, Fadi 
Chehadé is hereby appointed as a member of the New gTLD Program Committee.

Resolved (2012.09.13.14), the deferral of strategic objectives related to the 
expansion of ICANN's international presence and engagement in the 2012-2015 
Strategic Plan is lifted.

Rationale for Resolutions 2012.09.13.11 – 2012.09.13.14


3.  Executive Session

a.  Officer Compensation

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

Whereas; Xavier Calvez is considered critical to the successful continuity of 
the organization, including key projects that are currently underway.

Whereas, independent market data provided by outside compensation consultants 
indicates that current compensation for Xavier Calvez, ICANN's Chief Financial 
Officer, is below ICANN's target of the 50th to 75th percentile based on market 
data supplied by ICANN's compensation consultants.

Whereas, the Compensation Committee and the full Board have confirmed that they 
are not conflicted with respect to the Chief Financial Officer's compensation 
package.

RESOLVED (2012.09.13.15), the Board authorizes the CEO to make compensation 
adjustments for this compensation year (effective 1 September 2012) for Xavier 
Calvez, Chief Financial Officer in accordance with the independent study on 
comparable compensation received, subject to a limitation that his annual base 
salary shall not increase by more than 15% per annum from its current rate for 
this year.