Changes

The '''ICANN Board''' is responsible in exercising the authority of the [[ICANN|Internet Corporation for Assigned Names and Numbers]] and controlling its business affairs and properties by virtue of a majority vote by its members present during annual, regular, or special meetings where there is a quorum.<ref>[http://www.icann.org/en/general/archive-bylaws/bylaws-26jun03.htm www.icann.org]</ref> The ICANN board is internationally represented as set forth by ICANN's bylaws, which maintains that at least one director represents each geographic region (Europe, Asia/Australia/Pacific, Latin America/Caribbean islands, Africa and North America) and no region have more than five Directors on the Board. <ref>[http://www.icann.org/en/general/archive-bylaws/bylaws-25jan11-en.htm#VI-9 International Representation]</ref> Until December 8th, 2011 the board was largely volunteer based and most of its members were not compensated; the President and CEO, and the Chairman of the Board were the only two paid members. Issues of compensation have been a long-standing topic of debate within ICANN circles,<ref>[http://domainincite.com/icann-advised-against-director-salaries/ ICANN Advised Against Director Salaries, DomainIncite.com]</ref> and in December, 2011, the board voted to compensate each member $35,000 per year.<ref>[http://news.dot-nxt.com/2011/12/13/icann-board-dec-minutes ICANN Board Dec Minutes, New.Dot-nxt.com]</ref>

The '''ICANN Board''' is responsible for exercising the authority of the [[ICANN|Internet Corporation for Assigned Names and Numbers]] and controlling its business affairs and properties by virtue of a majority vote by its members present during annual, regular, or special meetings where there is a quorum.<ref>[http://www.icann.org/en/general/archive-bylaws/bylaws-26jun03.htm www.icann.org]</ref> It works closely with the [[ICANN Community]] and the [[ICANN Organization]]. The ICANN board is internationally represented as set forth by ICANN's bylaws, which maintains that at least one director represents each geographic region (Europe, Asia/Australia/Pacific, Latin America/Caribbean islands, Africa and North America) and no region have more than five Directors on the Board. <ref>[http://www.icann.org/en/general/archive-bylaws/bylaws-25jan11-en.htm#VI-9 International Representation]</ref> Until December 8th, 2011 the board was largely volunteer-based, and most of its members were not compensated; the President and CEO, and the Chairman of the Board were the only two paid members. Issues of compensation have been a long-standing topic of debate within ICANN circles,<ref>[http://domainincite.com/icann-advised-against-director-salaries/ ICANN Advised Against Director Salaries, DomainIncite.com]</ref> and in December 2011, the board voted to compensate each member $35,000 per year.<ref>[http://news.dot-nxt.com/2011/12/13/icann-board-dec-minutes ICANN Board Dec Minutes, New.Dot-nxt.com]</ref>

A member of the Board of Director's primary duty is to act in the best interest of ICANN and not as representatives of the entities that selected them, their employers, or any other organizations or constituencies.<ref>[http://www.icann.org/en/general/archive-bylaws/bylaws-25jan11-en.htm#VI-9 Duties]</ref>

A member of the Board of Director's primary duty is to act in the best interest of ICANN and not as representatives of the entities that selected them, their employers, or any other organizations or constituencies.<ref>[http://www.icann.org/en/general/archive-bylaws/bylaws-25jan11-en.htm#VI-9 Duties]</ref>

===Criteria for Directors===  

===Criteria for Directors===  

Based on the Bylaws of ICANN, any individual who will be selected to serve the ICANN Board must possess the following criteria:<ref>[http://www.icann.org/en/general/archive-bylaws/bylaws-25jan11-en.htm#VI-9 Criteria]</ref>

Based on the Bylaws of ICANN, any individual who will be selected to serve the ICANN Board must possess the following criteria:<ref>[http://www.icann.org/en/general/archive-bylaws/bylaws-25jan11-en.htm#VI-9 Criteria]</ref>

* Accomplished with integrity, objectivity, intelligence and a reputation for sound judgment, open minded, and demonstrated capacity for thoughtful group decision-making;

* Accomplished with integrity, objectivity, intelligence and a reputation for sound judgment, open-minded, and demonstrated capacity for thoughtful group decision-making;

* Must have an understanding of ICANN's mission and the potential impact of ICANN decisions on the global Internet community, and committed to the success of ICANN;

* Must have an understanding of ICANN's mission and the potential impact of ICANN decisions on the global Internet community, and committed to the success of ICANN;

* Able to produce a broad cultural and geographic diversity of the Board and must be consistent with meetings the other criteria set forth by the ICANN Bylaws;

* Able to produce a broad cultural and geographic diversity of the Board and must be consistent with meetings the other criteria set forth by the ICANN Bylaws;

In July, 2011, the ATRT issued a follow-up to its initial findings, documenting the reaction that ICANN and the board have had to its original report. At that time, it was noted that most of their recommendations, including all those related to greater board transparency, had been accepted and were being implemented. The report features a detailed chart showing plans and timelines for the implementation of each individual recommendation, that report can be found [http://www.icann.org/en/accountability/atrt-report-25jun11-en.pdf here].

In July, 2011, the ATRT issued a follow-up to its initial findings, documenting the reaction that ICANN and the board have had to its original report. At that time, it was noted that most of their recommendations, including all those related to greater board transparency, had been accepted and were being implemented. The report features a detailed chart showing plans and timelines for the implementation of each individual recommendation, that report can be found [http://www.icann.org/en/accountability/atrt-report-25jun11-en.pdf here].

Still, issues of transparency persist. [[Kieren McCarthy]] has been pressing [[ICANN]] to release information of the board meetings that took place immediately prior to CEO [[Rod Beckstrom]]'s announcement that he would be leaving ICANN in 2012. While ICANN has confirmed a certain number of meetings, and has confirmed that certain board members participated therein, its clarifactions have largely been devoid of details. He is pursuing this information in the hopes of confirming his hypothesis that the ICANN Board effectively fired Mr. Beckstrom by not offering to extend his contract.<ref>[http://news.dot-nxt.com/2011/09/19/board-meeting-didp-two Board Meeting, news.dot-nxt.com]</ref>

Still, issues of transparency persist. [[Kieren McCarthy]] has been pressing [[ICANN]] to release information of the board meetings that took place immediately prior to CEO [[Rod Beckstrom]]'s announcement that he would be leaving ICANN in 2012. While ICANN has confirmed a certain number of meetings and has confirmed that certain board members participated therein, its clarifications have largely been devoid of details. He is pursuing this information in the hopes of confirming his hypothesis that the ICANN Board effectively fired Mr. Beckstrom by not offering to extend his contract.<ref>[http://news.dot-nxt.com/2011/09/19/board-meeting-didp-two Board Meeting, news.dot-nxt.com]</ref>

ICANN has had this issue since the beginning, and it was immediately criticized for its closed door meetings. An original board member, [[Hans Kraaijenbrink]], defensively argued that the U.S. executive branch does not meet in public and that "decision making cannot be done in full, public view". [[ICANN]]'s first chair, [[Esther Dyson]], tackled the issue head on and held public forums to address the concerns over closed door meetings and made progress with regards to creating greater transparency despite the objections of much of the board.<ref>[http://www.wired.com/wired/archive/8.12/dyson_pr.html Dyson, Wired.com]</ref>

ICANN has had this issue since the beginning, and it was immediately criticized for its closed-door meetings. An original board member, [[Hans Kraaijenbrink]], defensively argued that the U.S. executive branch does not meet in public and that "decision making cannot be done in full, public view". [[ICANN]]'s first chair, [[Esther Dyson]], tackled the issue head-on and held public forums to address the concerns over closed door meetings and made progress with regards to creating greater transparency despite the objections of much of the board.<ref>[http://www.wired.com/wired/archive/8.12/dyson_pr.html Dyson, Wired.com]</ref>

==Compensation==  

==Compensation==  

Based on recommendations from a number of reviews, the ICANN Board began proposing changes to its [[ICANN Bylaws|bylaws]] to allow its Board's directors to be compensated for their service. Until December, 2011, the board had been a voluntary position, with the CEO/President and the Chair of the Board being the only two paid members. Board members were reimbursed for travel expenses and other costs related to their work.<ref>[http://www.icann.org/en/general/proposed-bylaws-revision-vi-01sep11-en.pdf Proposed Bylaw Revisions, Sept 2011, ICANN.org]</ref>

Based on recommendations from a number of reviews, the ICANN Board began proposing changes to its [[ICANN Bylaws|bylaws]] to allow its Board's directors to be compensated for their service. Until December 2011, the board had been a voluntary position, with the CEO/President and the Chair of the Board being the only two paid members. Board members were reimbursed for travel expenses and other costs related to their work.<ref>[http://www.icann.org/en/general/proposed-bylaws-revision-vi-01sep11-en.pdf Proposed Bylaw Revisions, Sept 2011, ICANN.org]</ref>

In December, 2010, the [[Accountability and Transparency Review Team]] recommended that the ICANN Board "expeditiously implement the compensation scheme for voting Directors as [[ICANN Board Review|recommended by the Boston Consulting Group]] adjusted as necessary to address international payment issues, if any."<ref>[http://www.icann.org/en/reviews/affirmation/atrt-final-recommendations-31dec10-en.pdf ATRT Final Recommendations]</ref> At the March, 2011 meeting in San Francisco, the board voted to adopt the ATRT's recommendations, including the compensation proposition. However, the issue continued to be controversial with ICANN legal staff recommending against the measure.<ref>[http://domainincite.com/icann-advised-against-director-salaries/ ICANN Advised Against Director Salaries, DomainIncite.com]</ref>

In December 2010, the [[Accountability and Transparency Review Team]] recommended that the ICANN Board "expeditiously implement the compensation scheme for voting Directors as [[ICANN Board Review|recommended by the Boston Consulting Group]] adjusted as necessary to address international payment issues, if any."<ref>[http://www.icann.org/en/reviews/affirmation/atrt-final-recommendations-31dec10-en.pdf ATRT Final Recommendations]</ref> At the March 2011 meeting in San Francisco, the board voted to adopt the ATRT's recommendations, including the compensation proposition. However, the issue continued to be controversial with ICANN legal staff recommending against the measure.<ref>[http://domainincite.com/icann-advised-against-director-salaries/ ICANN Advised Against Director Salaries, DomainIncite.com]</ref>

Following the quick move of ICANN board Chairman, [[Peter Dengate Thrush]], to a new [[gTLD]] consultancy, [[Minds + Machines]], weeks after he voted to approve new gTLDs, issues with the board's compensation and their checks against conflicts of interest were once again raised.  In one of six non-papers written by the [[European Commission]], in August, 2011, they suggest compensating board members as part of a larger package to ensure that future conflicts of interest are not allowed or encouraged.<ref>[http://blog.internetgovernance.org/pdf/ECPaper3-4.pdf EC Papers 3-4, internetgovernance.org]</ref>

Following the quick move of ICANN board Chairman, [[Peter Dengate Thrush]], to a new [[gTLD]] consultancy, [[Minds + Machines]], weeks after he voted to approve new gTLDs, issues with the board's compensation and their checks against conflicts of interest were once again raised.  In one of six non-papers written by the [[European Commission]], in August 2011, they suggest compensating board members as part of a larger package to ensure that future conflicts of interest are not allowed or encouraged.<ref>[http://blog.internetgovernance.org/pdf/ECPaper3-4.pdf EC Papers 3-4, internetgovernance.org]</ref>

This came to a head during the Board's December 8th, 2011 meeting. They passed a measure to compensate each member $35,000 per year.<ref>[http://news.dot-nxt.com/2011/12/13/icann-board-dec-minutes ICANN Board Dec Minutes, news.dot-nxt.com]</ref>

This came to a head during the Board's December 8th, 2011 meeting. They passed a measure to compensate each member $35,000 per year.<ref>[http://news.dot-nxt.com/2011/12/13/icann-board-dec-minutes ICANN Board Dec Minutes, news.dot-nxt.com]</ref>

==Conflicts of Interest==

==Conflicts of Interest==

For most of its history, ICANN did not have a clear conflicts of interest policy, or any regulations in place that would prevent its top staff members and directors from moving directly into employment within the industry, although these people had a direct influence on the decisions and market power of ICANN and the surrounding industry. This notably came to a head in 2011, when a prominent staffer and then the Chairman of the Board left ICANN for employment in the industry. Both were involved in developing ICANN's new [[gTLD]] program, and both went on the be employed in new gTLD related ventures.<ref>[http://domainincite.com/calls-to-fix-new-gtld-revolving-door-at-icann/ Calls to Fix Revolving Door, DomainIncite.com]</ref>

For most of its history, ICANN did not have a clear conflict of interest policy, or any regulations in place that would prevent its top staff members and directors from moving directly into employment within the industry, although these people had a direct influence on the decisions and market power of ICANN and the surrounding industry. This notably came to a head in 2011, when a prominent staffer and then the Chairman of the Board left ICANN for employment in the industry. Both were involved in developing ICANN's new [[gTLD]] program, and both went on the be employed in new gTLD-related ventures.<ref>[http://domainincite.com/calls-to-fix-new-gtld-revolving-door-at-icann/ Calls to Fix Revolving Door, DomainIncite.com]</ref>

[[Peter Dengate Thrush]], then-Board Chairman, led ICANN's directors to the historic approval of a new gTLD program and timeline at [[ICANN 41]] in Singapore. This was his final meeting as Chairman of the board due to the determined term limits. Mr. Thrush then went on, weeks later, to become the Executive Chairman of [[Top Level Domain Holdings]], the parent company of new gTLD registry and consultancy, [[Minds + Machines]]. He was the first chair to move directly into a high-paying, domain name industry job.<ref>[http://domainincite.com/former-icann-chair-joins-mm/ Fomer ICANN Chair Joins M + M, DomainIncite.com]</ref>

[[Peter Dengate Thrush]], then-Board Chairman, led ICANN's directors to the historic approval of a new gTLD program and timeline at [[ICANN 41]] in Singapore. This was his final meeting as Chairman of the board due to the determined term limits. Mr. Thrush then went on, weeks later, to become the Executive Chairman of [[Top Level Domain Holdings]], the parent company of new gTLD registry and consultancy, [[Minds + Machines]]. He was the first chair to move directly into a high-paying, domain name industry job.<ref>[http://domainincite.com/former-icann-chair-joins-mm/ Former ICANN Chair Joins M + M, DomainIncite.com]</ref>

Following Mr. Thrush's move to Minds + Machines, a number of outside organizations and ICANN stakeholders called for a concrete ethics policy to be set in place, these include: U.S. Senator Ron Wyden, the [[Association of National Advertisers]], The [[European Commission]], The U.S. [[Department of Commerce]], the French government, and other IP and industry organizations.<ref>[http://domainincite.com/would-an-icann-ethics-policy-break-the-law/ Would an ICANN ethics policy break the law, DomainIncite.com]</ref> ICANN's CEO, [[Rod Beckstrom]] had previously noted at the opening ceremony to ICANN 42, even before Peter Dengate Thrush moved on, that he was encouraged by the fact that the ICANN community was moving to fix the lack of clear ethics rules within the organization. [[AusRegistry]]'s CEO, [[Adrian Kinderis]], later noted the converse fact that without clear ethics policies he and his industry would continue to go after ICANN's most knowledgeable and prepared individuals for their own gain.<ref>[http://domainincite.com/calls-to-fix-new-gtld-revolving-door-at-icann/ Calls to Fix Revolving Door, DomainIncite.com]</ref>

Following Mr. Thrush's move to Minds + Machines, a number of outside organizations and ICANN stakeholders called for a concrete ethics policy to be set in place, these include: U.S. Senator Ron Wyden, the [[Association of National Advertisers]], The [[European Commission]], The U.S. [[Department of Commerce]], the French government, and other IP and industry organizations.<ref>[http://domainincite.com/would-an-icann-ethics-policy-break-the-law/ Would an ICANN ethics policy break the law, DomainIncite.com]</ref> ICANN's CEO, [[Rod Beckstrom]] had previously noted at the opening ceremony to ICANN 42, even before Peter Dengate Thrush moved on, that he was encouraged by the fact that the ICANN community was moving to fix the lack of clear ethics rules within the organization. [[AusRegistry]]'s CEO, [[Adrian Kinderis]], later noted the converse fact that without clear ethics policies he and his industry would continue to go after ICANN's most knowledgeable and prepared individuals for their own gain.<ref>[http://domainincite.com/calls-to-fix-new-gtld-revolving-door-at-icann/ Calls to Fix Revolving Door, DomainIncite.com]</ref>

Following these developments, ICANN announced it would hire outside ethics experts to review its policies and make recommendations. The decision was made during a September, 2011 meeting of the [[Board Governance Committee]].<ref>[http://domainincite.com/icann-to-hire-conflict-of-interest-experts/ ICANN to Hire Conflict of Interest Experts]</ref> This resulted in a new Conflict of Interest Policy for members of the Board and others, released on December 8th, 2011, and effective immediately. The policy requires disclosure to the Board Governance Committee of any and all potential conflicts of interest, and subsequent abstention from ICANN activities related to the conflict of interest.<ref>[http://www.icann.org/en/committees/board-governance/coi/ ICANN Conflict of Interest Policy]</ref> Board Members also may not join business with a new gTLD registry until 12 months after the registry's application has been voted on.<ref>[http://news.dot-nxt.com/2011/12/13/icann-board-dec-minutes ICANN Board December Minutes, dot-nxt.com]</ref>

Following these developments, ICANN announced it would hire outside ethics experts to review its policies and make recommendations. The decision was made during a September 2011 meeting of the [[Board Governance Committee]].<ref>[http://domainincite.com/icann-to-hire-conflict-of-interest-experts/ ICANN to Hire Conflict of Interest Experts]</ref> This resulted in a new Conflict of Interest Policy for members of the Board and others, released on December 8th, 2011, and effective immediately. The policy requires disclosure to the Board Governance Committee of any and all potential conflicts of interest, and subsequent abstention from ICANN activities related to the conflict of interest.<ref>[http://www.icann.org/en/committees/board-governance/coi/ ICANN Conflict of Interest Policy]</ref> Board Members also may not join business with a new gTLD registry until 12 months after the registry's application has been voted on.<ref>[http://news.dot-nxt.com/2011/12/13/icann-board-dec-minutes ICANN Board December Minutes, dot-nxt.com]</ref>

===New gTLD Votes===  

===New gTLD Votes===  

A prominent example of ICANN Directors excusing themselves from voting per the new COI policies occurred at a Board meeting held in February, 2012. At that meeting, the board had a matter related to confirming a second round of [[New gTLD Program|new gTLDs]] in front of them, and 7 directors abstained from voting as per the new COI policy. Those directors were: [[Steve Crocker]] (CEO of consulting firm, [[Shinkuro]]), [[Bruce Tonkin]] (CSO at [[Melbourne IT]]), [[Sébastien Bachollet]] (CEO of [[BBS International Consulting]]), [[Bertrand de la Chapelle]] (International Diplomatic Academy), [[Thomas Narten]] (Senior Engineer, [[IBM]]), [[Ram Mohan]] (Non-voting Member, EVP at [[Afilias]]), and [[Suzanne Woolf]] (Non-voting Member, [[ISC]]). Two directors, [[Kuo-Wei Wu]] and [[Thomas Roessler]], had previously abstained at a December vote related to new gTLDs, but were once again declaring no conflict at the February meeting.<ref>[http://domainincite.com/seven-icann-directors-have-new-gtld-conflicts/ Seven ICANN Directors Have New gTLD Conflicts, DomainIncite.com]</ref>

A prominent example of ICANN Directors excusing themselves from voting per the new COI policies occurred at a Board meeting held in February, 2012. At that meeting, the board had a matter related to confirming a second round of [[New gTLD Program|new gTLDs]] in front of them, and 7 directors abstained from voting as per the new COI policy. Those directors were: [[Steve Crocker]] (CEO of consulting firm, [[Shinkuro]]), [[Bruce Tonkin]] (CSO at [[Melbourne IT]]), [[Sébastien Bachollet]] (CEO of [[BBS International Consulting]]), [[Bertrand de la Chapelle]] (International Diplomatic Academy), [[Thomas Narten]] (Senior Engineer, [[IBM]]), [[Ram Mohan]] (Non-voting Member, EVP at [[Afilias]]), and [[Suzanne Woolf]] (Non-voting Member, [[ISC]]). Two directors, [[Kuo-Wei Wu]] and [[Thomas Roessler]], had previously abstained at a December vote related to new gTLDs but were once again declaring no conflict at the February meeting.<ref>[http://domainincite.com/seven-icann-directors-have-new-gtld-conflicts/ Seven ICANN Directors Have New gTLD Conflicts, DomainIncite.com]</ref>

===Rod Beckstrom Speaks Against the Board and NomCom===  

===Rod Beckstrom Speaks Against the Board and NomCom===