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

Sat Sep 15 01:40:30 UTC 2012

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. 