[council] ICANN Board resolutions from its teleconference meeting on 30 July 2014

[Bruce Tonkin]

Hello All,

Below are the resolutions from the Board meeting held by teleconference on 30 July 2014.

The main points from the meeting are:  

- appointed a new auditor - BDO USA   (http://www.bdo.com/)

- approved posting some proposed bylaws revisions related to the GAC for public comment   (as an outcome of some of the ATRT1 and ATRT2 reviews)

- selected Dublin, Ireland as the location for the ICANN meeting on 18-22 October 2015

- approved posting some proposed changes to the nominating committee for public comment

- approved updated level of Board member compensation at US $45,000 regardless of whether chairing or participating in committees, and also approved this level of compensation for non-voting liaisons (apart from the GAC liaison)  .  Note that non-voting liaisons are treated as full Board members in all respects except for the formal voting.    Their views are taken into account in the discussions prior to voting.

- approved payment of at-risk components of the CEO and Ombudsman salaries

- approved an extension of the CEO (Fadi Chehad¨¦) contract until 30 June 2017, with an updated level of compensation: (i) a base salary of a fixed amount of US$630,000.00 per year; and (ii) an at-risk component of compensation of up to US$270,000.00 per year based on the President and CEO's achieving the performance goals as agreed by the Board.

Regards,
Bruce Tonkin


From: https://www.icann.org/resources/board-material/resolutions-2014-07-30-en


1. Consent Agenda:
 
	a.  Approval of Board Meeting Minutes

Resolved (2014.04.30.01), the Board approves the minutes of the 26 June 2014 Meeting of the ICANN Board.

 
	b.  Approval of audit firm for FY14 independent audit

Whereas, Article XVI of the ICANN Bylaws (http://www.icann.org/general/bylaws.htm) requires that after the end of the fiscal year, the books of ICANN must be audited by certified public accountants, which shall be appointed by the Board.

Whereas, the Board Audit Committee, which is tasked with recommending the independent auditors for selection each year, discussed the engagement of the independent auditor for the fiscal year ending 30 June 2014, and determined that given ICANN's growth, including its expanding global presence and level of revenue, it was important to conduct an RFP for a new audit firm.

Whereas, staff conducted an open RFP process, received responses from several firms and, after careful consideration and discussion with the Audit Committee, staff and the Audit Committee recommend that the Board engage BDO USA, LLP to serve as ICANN's new independent audit firm.

Resolved (2014.07.30.02), the Board authorizes the President and CEO, or his designee(s), to engage BDO USA, LLP as the audit firm for the financial statements for the fiscal year ending 30 June 2014.
 
 
	c.  Proposed GAC-related Bylaws revisions

Whereas, Recommendation 11 of the first Accountability and Transparency Review Team (ATRT1), called for the formalization of a process for Board consideration of advice from the Governmental Advisory Committee (GAC).

Whereas, the Board/GAC Recommendation Implementation Working Group was formed to address this and other recommendations, and developed a "Process for Consultations between the ICANN Board of Directors ("Board") and the Governmental Advisory Committee ("GAC"), including those required pursuant to Article XI Section 2.1.j of the ICANN Bylaws" (Process for Consultations), which includes a requirement that 2/3 of Board members eligible to vote on an issue approve any action in contravention of GAC advice.

Whereas, revisions to ICANN's Bylaws are required to give implement this new voting threshold.

Resolved (2014.07.30.03), the Board approves the posting for public comment of proposed revisions to the ICANN Bylaws to give effect to the Process for Consultations.
 

 
	d.   2015 October Meeting Venue in Europe

Whereas, ICANN intends to hold its third Public Meeting of 2015 in the Europe region.

Whereas, staff has completed a thorough review of all proposed venues in Europe and finds the one in Dublin, Ireland to be the most suitable.

Whereas, during its meeting on 18 July 2014 the Board Finance Committee reviewed the financial implications of contracting with the venue identified to hold the ICANN meeting in Dublin, Ireland, and agrees with the recommendation from staff.

Whereas, the Board Finance Committee has recommended that the Board delegate to the President and CEO, or his designee(s), the authority to take all actions to hold the October 2015 ICANN Public Meeting in Dublin, Ireland, including all necessary contracting and disbursements.

Resolved (2014.07.30.04), the Board approves Dublin, Ireland as the location of the ICANN 2015 Public Meeting from 18-22 October 2015, and authorizes the President and CEO, or his designee(s), to take all actions necessary to hold the October 2015 ICANN Meeting in Dublin, Ireland.

Resolved (2014.07.30.05), that Board authorizes the President and CEO, or his designee(s), to engage in and facilitate all necessary contracting and disbursements for the Meeting venue of the October 2015 ICANN Public Meeting, in an amount not to exceed [REDACTED FOR NEGOTIATION PURPOSES] and that the Dublin Meeting be designated as the 2015 Annual Meeting.

Resolved (2014.07.30.06), specific items within this resolution shall remain confidential for negotiation purposes pursuant to Article III, section 5.2 of the ICANN Bylaws until the President and CEO determines that the confidential information may be released.
 

	e.  Istanbul Office Lease

Whereas, ICANN has stated its objective to maintain a Hub Office in Istanbul, Turkey.

Whereas, staff has identified and evaluated both the location and costs of a suitable office facility.

Whereas, during a meeting on 18 July 2014, the Board Finance Committee (BFC) reviewed the financial implications of the lease for a new ICANN Hub Office facility in Istanbul, Turkey, and agrees with staff's recommendation.

Whereas, the BFC has recommended that the Board delegate to the President and CEO, or his designee(s), the authority to take all actions to lease the new Hub Office in Istanbul, Turkey, including all necessary contracting and disbursements.

Resolved (2014.07.30.07), the Board delegates to the President and CEO, or his designee(s), the authority to take all necessary actions to execute, and make disbursements in accordance with, the lease for a new office facility in Istanbul, Turkey in an amount not to exceed [REDACTED FOR NEGOTIATION PURPOSES].

Resolved (2014.07.30.08), specific items within this resolution shall remain confidential for negotiation purposes pursuant to Article III, section 5.2 of the ICANN Bylaws until the President and CEO determines that the confidential information may be released.
 

2.  Main Agenda:
 
	a.  Final Report of BWG-NomCom

Whereas, the Board Working Group on Nominating Committee (BWG©\NomCom) was formed in February 2014 and charged with performing the review called for in Recommendation 10 of the Nominating Committee Review Finalization Working Group, addressing issues of the size and composition of the Nominating Committee, as well as the related issues of NomCom's recruitment and selection functions.

Whereas, in performing its work, the BWG©\NomCom considered the role of the NomCom in ICANN, as well as issues of representation and parity among the entities across ICANN that have members serving on the NomCom.

Whereas, the BWG©\NomCom completed a report with 15 recommendations, and provided that report to the Structural Improvements Committee as required in the BWG-NomCom charter.

Whereas, the SIC recommends that this report should be posted for public comment prior to further Board of the potential adoption of the 15 recommendations.

Resolved (2014.07.30.09), that the Report of the ICANN Board Working Group on the Nominating Committee be posted for public comment.
 

 
	b.  Board Member Compensation

Whereas, when ICANN instituted compensation for all of its voting Board members for their services to ICANN, the Board committed to regularly review whether compensating those voting Board members was reasonable, and if so, what level of compensation is reasonable.

Whereas, ICANN is a nonprofit California public benefit corporation that is exempt from Federal income tax under ¡ì501(a) of the Internal Revenue Code of 1986, as amended (the "Code") as an organization described in ¡ì501(c)(3) of the Code.

Whereas, ICANN may not pay voting Board members more than Reasonable Compensation as determined under the standards set forth in ¡ì53.4958-4(b) of the regulations issued under ¡ì4958 of the Code (the "Regulations").

Whereas, ICANN has taken all steps necessary, and to the extent possible, to ensure that the level of voting Board member compensation is reasonable, including seeking advice and recommendations from an Independent Valuation Expert.

Whereas, there are no barriers that would prohibit ICANN from offering compensation to ICANN's non-voting Board Liaisons.

Whereas, the Compensation Committee and the Board have considered and evaluated the public comments on this matter.

Resolved (2014.07.30.10), the Board approves: (i) the Towers Watson Recommendation that the offer of compensation to all voting Directors be raised to the equivalent of US$45,000.00 effective 1 August 2014, and that no change be made to the Board Chair compensation which is US$75,000; (ii) offering non-voting Liaisons (except the Governmental Advisory Committee Liaison) compensation at the same level as voting Directors effective 1 August 2014; and (iii) the proposed Bylaws revisions relating to non-voting Board Liaison compensation.

Resolved (2014.07.30.11), all Board members should be required to complete a new Board Compensation election form to reflect an affirmative acceptance

Resolved (2014.07.30.12), the Board will continue to consider other comments raised in the public comment forum that are not addressed by this resolution.
 
 
	c.   Internet Governance Update and Follow-up from Discussion at ICANN 50

Whereas, the Internet ecosystem is being strengthened through recent global coordination efforts towards developing principles for the use of the multi-stakeholder model as a means for evolving Internet governance.

Whereas, on 28 September 2013, the ICANN Board authorized the CEO to, among other things, "work with other key organizations and leaders to establish a coalition towards the formation of a movement or initiative" ("Coalition"), in order to address increasing concerns regarding the effectiveness of a "global, open, multi-stakeholder Internet governance system."

Whereas, the Board considered that without strengthening a global, coherent approach to Internet governance, ongoing and emerging issues will not be properly addressed in a collective, collaborative way, which may inadvertently affect the operational unity of the Internet, consistent with ICANN's mandate.

Whereas, on 28 September 2013, the Board further resolved that "¡­ should the CEO recommend an additional longer term strategy based on Coalition results, the CEO shall present such a plan of action, including any additional financial resources required, for further consideration by the Board."

Whereas, on 17 November 2013, the ICANN Board directed the CEO to continue supporting the emerging initiatives on multistakeholder internet governance, and recognized ICANN as one of the many participants supporting these initiatives.

Whereas, on 23-24 April 2014, the NetMundial meeting convened in Sao Paolo, Brazil, as a Global Multistakeholder Meeting on the Future of Internet Governance, to begin the establishment of Internet Governance Principles and the Roadmap for the future evolution of the Internet Governance Ecosystem.

Whereas, the Board congratulates the conveners and supporters of the NetMundial meeting, including the Government of Brazil, the Brazilian Internet Steering Committee (CGI.br), the World Economic Forum, and others ¨C including participants from across all sectors ¨C in a successful meeting that resulted in the consensus-based NetMundial Principles to guide further coordination work.

Whereas, in May 2014, the Panel on Global Internet Cooperation and Governance Mechanisms issued its report with recommendations for an evolving Internet Governance framework.

Whereas, the CEO has executed the mandate of the Board's 28 September 2013 and 17 November 2013 resolutions in enabling each of these above-referenced efforts, the outcomes of which are enhancing the Internet ecosystem and facilitating positive changes in Internet governance, while upholding the multi-stakeholder model.

Whereas, the Board continues to monitor the progress of each of these initiatives, and recognizes that continued work is necessary to continue with the work on the evolution of global multi-stakeholder participation in Internet governance.

Whereas, ICANN is participating in these initiatives in furtherance of ICANN's mission and anticipates continued participation in these endeavors well into the future.

Resolved (2014.07.30.13), the Board hereby directs the CEO to continue to support the emerging initiatives, relating to addressing the outcomes of the NETMundial meeting and the NETMundial Principles, as well as the recommendations of the Panel on Global Internet Cooperation and Governance Mechanisms.

Resolved (2014.07.30.14), the Board highly encourages all parties interested in the Internet ecosystem and Internet governance to continue participation in these emerging initiatives and notes the importance of active and committed participation by all stakeholders.
 


 
3.   Confidential Session (Main Agenda Continued):
 
	a.  President and CEO FY14 T3 At-Risk Compensation

Whereas, each Board member has confirmed that he/she does not have a conflict of interest with respect to establishing the amount of payment for the President and CEO's FY14 T3 at-risk compensation payment.

Whereas, the Compensation Committee recommended that the Board approve payment to the President and CEO for his FY14 T3 at-risk compensation.

Resolved (2014.07.30.15), the Board hereby approves a payment to the President and CEO for his FY14 T3 at-risk compensation component.

Resolved (2014.07.30.16), specific items within this resolution shall remain confidential as an "action relating to personnel or employment matters", pursuant to Article III, section 5.2 of the ICANN Bylaws.
 

 
	b.  Ombudsman FY14 At-Risk Compensation

Whereas, the Compensation Committee recommended that the Board approve payment to the Ombudsman of his FY14 at-risk compensation.

Resolved (2014.07.30.17), the Board hereby approves a payment to the Ombudsman of his FY14 at-risk compensation component.
 

 
	c.  Discussion of CEO Compensation and Contract

Whereas, under its Charter, the Compensation Committee is charged with recommending to the full Board the appropriate elements of individual compensation arrangements (base salary, at-risk component, and benefits) for Officers of ICANN, and in particular the President and Chief Executive Officer ("CEO").

Whereas, on 14 July 2014, the Compensation Committee recommend that the Board extend Fadi Chehad¨¦'s Employment Agreement as ICANN's President and CEO through 30 June 2017.

Whereas, on 14 July 2014, the Compensation Committee further recommended that ICANN increase Mr. Chehad¨¦'s annual compensation to the following: (i) annual base salary of US$630,000.00; and (ii) at-risk compensation component of up to US$270,000.00 per year based on the President and CEO's achievement of the established performance goals, to be paid out on a semi-annual basis. No changes to the President and CEO's benefits package are recommended.

Whereas, as a not-for-profit California public benefit corporation that is exempt from Federal income taxes because it is an organization described in ¡ì 501(c)(3) of the Internal Revenue Code of 1986, as amended, ICANN may not pay more than "reasonable compensation" for services rendered to ICANN.

Whereas, under its Charter, the Compensation Committee is required to obtain, review, and consider comparable compensation data for officer-level positions, like the President and CEO, taking into account size, geographic considerations, international presence, complexity and other relevant factors.

Whereas, under its Charter, the Compensation Committee is authorized to engage and to seek advice from independent professionals with appropriate expertise in compensation arrangements for U.S.-based, not for profit, tax-exempt organizations possessing a global employee base.

Whereas, in connection with its evaluation of a potential increase in the Mr. Chehad¨¦'s compensation package, the Compensation Committee exercised its authority and directed staff to engage the services of Towers Watson, an international expert compensation firm, to assist the Compensation Committee in compiling and analyzing appropriate data as to comparability with respect to compensation for the President and CEO position for ICANN.

Whereas, the Compensation Committee also directed staff to engage a second international expert compensation firm for confirmation of the comparable data; this second firm's recommendations were consistent with those of Towers Watson.

Whereas, in reviewing the terms and conditions of the compensation to be paid to the Mr. Chehad¨¦ as ICANN's President and CEO, the Compensation Committee followed the process set forth in U.S. Treasury Regulation ¡ì 53.4958-6, which was intended by the Compensation Committee to enable the Board to establish the presumption that the compensation to be paid to the ICANN President and CEO is reasonable compensation for Federal income tax purposes.

Whereas, upon due inquiry of its members, the Compensation Committee concluded that no member of the Committee had a conflict of interest with respect to the increases recommended for Board approval to Mr. Chehad¨¦'s compensation package as ICANN's President and CEO.

Whereas, the Compensation Committee has reported its activities to the Board.

Whereas, the Compensation Committee has shared with the Board the Towers Watson comparability materials, including the recommendation and advice received from Towers Watson, and, has been available to answer questions from the Board regarding the compensation recommended for Mr. Chehad¨¦ as ICANN's President and CEO.

Whereas, under ICANN's Articles of Incorporation and California law, the Board is the authorized body of ICANN vested with the authority to determine, among other things, the compensation to be paid to Mr. Chehad¨¦ as ICANN's President and CEO.

Whereas, upon due inquiry of its members, the Board has concluded that no member of the Board has a conflict of interest with respect to the compensation arrangement recommended by the Compensation Committee for Mr. Chehad¨¦ as ICANN's President and CEO.

Whereas, the Board has considered the comparability data provided by the Towers Watson, and the advice and counsel of Towers Watson.

Whereas, the Board has discussed Mr. Chehad¨¦'s performance and the terms and conditions of his continued employment, including the compensation package for Mr. Chehad¨¦ as ICANN's President and CEO.

Whereas, in reviewing the recommendations of the Compensation Committee regarding the compensation to be paid to Mr. Chehad¨¦ as ICANN's President and CEO, the Board has followed the process set forth in Treasury Regulation ¡ì 53.4958-6, which is intended by the Board to enable the Board to establish the presumption that the compensation to be paid to the President and CEO is reasonable compensation for Federal income tax purposes.

Whereas, after consideration of all the relevant facts and circumstances, the Board has concluded that Compensation Committee's of compensation to be paid to Mr. Chehad¨¦ as President and CEO, effective 1 July 2014, is in its entirety reasonable compensation for the services to be rendered by Mr. Chehad¨¦ as ICANN's President and CEO.

Whereas, based upon the foregoing, the Board has concluded that it is in the best interests of ICANN to extend Mr. Chehad¨¦'s Employment Agreement as ICANN's President and CEO through 30 June 2017, and to pay Mr. Chehad¨¦ the compensation described below, beginning on 1 July 2014.

Resolved (2014.07.30.18):

a.  It is in the best interests of ICANN to extend Fadi Chehad¨¦'s Employment Agreement to serve as President and CEO of ICANN through 30 June 2017.


b.  It is in the best interests of ICANN to increase Fadi Chehad¨¦'s compensation as ICANN's President and CEO, effective 1 July 2014, as follows: (i) a base salary of a fixed amount of US$630,000.00 per year; and (ii) an at-risk component of compensation of up to US$270,000.00 per year based on the President and CEO's achieving the performance goals as agreed by the Board. 


c.  The extension of Fadi Chehad¨¦'s Employment Agreement as ICANN's President and CEO through 30 June 2017, and the increased compensation as referenced above, shall be evidenced by an appropriate amendment to the Agreement already in place between ICANN and Mr. Chehad¨¦, which per Amendment No. 1, was effective 14 September 2012. 


d.  ICANN's Chairman and its General Counsel are authorized to finalize the Amendment to Fadi Chehad¨¦'s Employment Agreement as ICANN's President and CEO based on the general terms set forth above.