[council] Resolutions from the 30 April 2014 ICANN Board meeting in Pasadena, CA

Sun May 4 22:48:05 UTC 2014

Hello All,

From:  http://www.icann.org/en/groups/board/documents/resolutions-30apr14-en.htm

The main items of interest to the GNSO are:

- the Board is seeking public comment on a proposal to compensate non-voting liaisons to the Board as well as voting Board directors.   Liaisons are basically treated as full Board members in all matters except for the formal vote - they have an equal say on all discussions, and attend all the same meetings.  

- the Board asked for an external review of the level of compensation - Towers Watson recommended:
'Offer annual cash retainer of $40,000 - $45,000 for outside directors and continue $75,000 for the Chairman of the Board; allow directors to elect whether or not they would like to receive the retainer"

- the Board has approved $700,000 to fund for various SO/AC requests - see attached

- the Board has approved the GNSO Policy Recommendations on IGO-INGO Protections that do not conflict with GAC advice.   The Board will facilitate discussions among the relevant parties to reconcile any remaining differences between the policy recommendations and the GAC advice on the topic.   [Note the lists of what is approved and not approved - don't appear to be posted yet]

- the Board has approved some guidelines for how Board members should handle invitations to the various social events 

- the 1 July 2014 to 30 June 2015 budget won't be ready for approval at the ICANN meeting in London, but it will be posted for comment on 8 May 2014.

See below for the resolutions.   Note there is an extensive rationale for the GNSO Policy Recommendations on IGO-INGO Protections that is on the ICANn website at:  http://www.icann.org/en/groups/board/documents/resolutions-30apr14-en.htm

Regards,
Bruce Tonkin

Approved Board Resolutions | Regular Meeting of the ICANN Board

30 April 2014

1. Consent Agenda 

	a.  Approval of Board Meeting Minutes

	b.  Board Member Training Plan 

2. Main Agenda 

	a.  GNSO Policy Recommendations on IGO-INGO Protections 

	b.  Review of Board Compensation 

	c.  SO/AC FY15 Additional Budget Requests 

	d.  Board Member Guidelines Regarding Invitations to Community Events and Accepting Gifts (to be discussed during Any Other Business) 

	e.AOB

		 i.FY15 Budget Approval Timing 

1.Consent Agenda:

a. Approval of Board Meeting Minutes

Resolved (2014.04.30.01), the Board approves the minutes of the 26 and 27 March 2014 Meetings of the ICANN Board.

b. Board Member Training Plan

Whereas, the skills of Board members are critical to enable the ICANN Board to function effectively in the complex ICANN environment.

Whereas, Board members come from a diverse set of backgrounds and experiences.

Whereas, the Board is committed to the appropriate support for Board member training and development of Board member skills.

Whereas, the BGC recommends the development of a more formal and comprehensive Board Member Training Plan that will assist Board members in performing their duties as ICANN Board members, and thereby being more accountable in performance of those duties.

Whereas, the BGC recommends that the Board establish a documented ICANN Board Member Training Plan.

Resolved (2014.04.30.02), the Board approves the recommended Board Member Training Plan as found at http://www.icann.org/en/groups/board/documents/board-training-30apr14-en.pdf 

2.  Main Agenda:

a. GNSO Policy Recommendations on IGO-INGO Protections

Whereas, on 17 October 2012, the GNSO Council launched a Policy Development Process (PDP) on the Protection of IGO-INGO Identifiers in All gTLDs addressing the questions set forth in the PDP Working Group Charter at http://gnso.icann.org/en/issues/igo-ingo-charter-15nov12-en.pdf 

Whereas, the PDP followed the prescribed PDP steps as stated in the ICANN Bylaws and the GNSO PDP Manual, and resulted in a Final Report delivered to the GNSO Council on 10 November 2013 (see http://gnso.icann.org/issues/igo-ingo-final-10nov13-en.pdf  

Whereas, the Protection of IGO-INGO Identifiers in All gTLDs Working Group (IGO-INGO WG) reached consensus on twenty-five recommendations in relation to the issues outlined in its Charter;

Whereas, the GNSO Council adopted the consensus recommendations made by the IGO-INGO WG by a unanimous vote at its meeting on 20 November 2013 (see http://gnso.icann.org/en/council/resolutions#20131120-2 );

Whereas, the GNSO Council vote met and exceeded the required voting threshold established in the ICANN Bylaws to impose new obligations on certain ICANN contracted parties;

Whereas, after the requisite public comment period (http://www.icann.org/en/news/public-comment/igo-ingo-recommendations-27nov13-en.htm ), the GNSO Council sent the consensus recommendations to the ICANN Board in accordance with the ICANN Bylaws;

Whereas, on 7 February 2014, the Board 

	(i) acknowledged receipt of the GNSO recommendations, 

	(ii) requested additional time to consider the GNSO recommendations along with GAC advice on the same topic, and 

	(iii) directed the ICANN Board New gTLD Program Committee (NGPC) to develop a proposal for subsequent Board 	consideration that would take into account both the GNSO recommendations and GAC advice (see 	http://www.icann.org/en/groups/board/documents/resolutions-07feb14-en.htm#2.a );

Whereas, the Board has engaged in dialogue with the ICANN community during the 49th ICANN Public Meeting in Singapore in March 2014;

Whereas, Annex A, Section 10 of the ICANN Bylaws provides that "[u]pon a final decision of the Board adopting the policy, the Board shall, as appropriate, give authorization or direction to ICANN staff to work with the GNSO Council to create an implementation plan based upon the implementation recommendations identified in the Final Report, and to implement the policy."

Resolved (2014.04.30.03), the Board hereby adopts the GNSO Council's unanimous recommendations on the Protection of IGO-INGO Identifiers in All gTLDs set forth in Annex A attached hereto (which includes the GNSO recommendations that are not inconsistent with the GAC's advice).

Resolved (2014.04.30.04), the Board requests additional time to consider the GNSO Council's remaining unanimous recommendations on the Protection of IGO-INGO Identifiers in All gTLDs, as set forth in Annex B attached hereto, and will facilitate discussions among the relevant parties to reconcile any remaining differences between the policy recommendations and the GAC advice on the topic.

Resolved (2014.04.30.05), the Board directs the President and CEO, or his designee, to develop an implementation plan for the recommendations adopted herein pursuant to the ICANN Bylaws Annex A, Section 10 in consultation with the GNSO, and continue communication with the GAC and the community on such implementation.

b.  Review of Board 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 §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 voting Board members 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.

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

Resolved (2014.04.30.06), the Board hereby approves the posting for public comment the Towers Watson's April 2014 Report, as well as proposed Bylaws revisions that would allow for compensation of non-voting Board liaisons (with the exception of the Governmental Advisory Committee's (GAC) liaison to the Board). The Board will take all relevant public comments into consideration when evaluating whether or not to adopt Towers Watson's Recommendation as to the level of voting Board member compensation, and whether to offer such compensation to non-voting Board liaisons (except the GAC Liaison).

c.  SO/AC FY15 Additional Budget Requests

Whereas, discussions between the Community and the ICANN staff have identified the need for an early decision on the funding of SO/AC additional budget requests made by the ICANN Community.

Whereas, the staff created an SO/AC additional budget request process, to collect, review and submit such funding requests to the BFC for recommendation to the Board for approval.

Whereas, the ICANN Community submitted additional budget requests by the deadline, and were reviewed by a panel of staff members representing the Policy, Stakeholders Engagement and Finance personnel.

Whereas, the review panel recommended the approval of requests amounting up to $700,000.

Whereas the Board Finance Committee met on 25 April 2014 and 28 April 2014, reviewed the process followed and the staff's proposal, and determined to recommend that the Board approve the staff's and BFC's recommendations.

Resolved (2014.04.30.07), the Board approves committing funds during FY15 in the amount of up to $700,000 for the SO/AC additional budget requests as indicated in the attached list http://www.icann.org/en/about/financials/budget-requests-fy15-30apr14-en.pdf 

d.  Board Member Guidelines Regarding Invitations to Community Events and Accepting Gifts (to be discussed during Any Other Business)

Whereas, ICANN Board Members are expected to adhere to a high standard of ethical conduct and to act in accordance with ICANN's Mission and Core Values.

Whereas, ICANN Board Members are guided by the Board of Directors' Code of Conduct, Conflict of Interest Policy, ICANN Bylaws, Governance Guidelines, and applicable laws and policies.

Whereas, the Board Governance Committee ("BGC") has assessed the importance of an established set of guidelines relating to Board Members' acceptance of invitations to community events and gifts that are consistent with the guidelines set forth in the Board of Directors' Code of Conduct, Conflict of Interest Policy, ICANN Bylaws, Governance Guidelines, and applicable laws and policies.

Whereas, the BGC recommends that the Board adopt ICANN Board Member Guidelines Regarding Invitations to Community Events and Accepting Gifts.

Resolved (2014.04.30.08), the Board approves the recommended ICANN Board Member Guidelines Regarding Invitations to Community Events and Accepting Gifts as found at http://www.icann.org/en/groups/board/documents/board-guidelines-gifts-30apr14-en.pdf  [PDF, 67 KB].

e.AOB

i.FY15 Budget Approval Timing

Whereas, the budget for fiscal year 2015 (FY15) was scheduled to be posted for public comment on 24 April 2014 and to close on 4 June 2014.

Whereas, the final FY15 Budget was intended to be considered for approval by the ICANN Board during the ICANN 50 London meeting in June 2014.

Whereas, among other things the announcement of the transition of NTIA's Stewardship of the IANA Functions affected the allocation of resources for the FY15 Budget to allow ICANN to prioritize the launching of transition work and, accordingly, additional time is needed to finalize the draft FY15 Budget, and to allow the Board Finance Committee (BFC) and staff sufficient interaction on the content of the draft FY15 Budget before posting for public comment.

Whereas, the draft FY15 Budget will now be posted for public comment from 8 May 2014 through 1 July 2014.

Whereas, the second Accountability & Transparency Review Team (ATRT2) has recommended that the budget consultation process be improved by ensuring that sufficient time is allocated for the Board to take into account all input before approving the budget.

Whereas, the timing for the Board to consider and approve the FY15 Budget will be extended to after the ICANN London meeting, but by no later than the end of the first quarter of FY15 in order to adjust for the revised public comment schedule and to allow sufficient time for the Board to take into account all input before approving the FY15 Budget.

Whereas, the BFC has recommended that the Board pass the resolutions below.

Resolved (2014.04.30.09), the ICANN Board intends to approve the FY15 Budget after the London meeting and by no later than the end of the first quarter of FY15 (the end of September 2014).

Resolved (2014.04.30.10), for the period of time beginning on 1 July 2014 through the date that the Board approves the FY15 Budget, the Board directs the President and CEO, and his designees, to operate ICANN in a manner consistent with the draft FY15 Budget that is to be posted for public comment from 8 May 2014 through 1 July 2014.

Resolved (2014.04.30.11), the Board directs the President and CEO, or his designee(s), to draft a list of outstanding issues relating to the FY15 Budget approval during the London meeting, for later consideration by the BFC and the Board.

Resolved (2014.04.30.12), the Board directs the President and CEO, or his designee(s), to submit to the BFC and Board no later than ICANN's meeting scheduled for Los Angeles in October 2014, an updated budget process to be applied during the planning of FY16, which shall also include a plan for developing a multi-year forecast, which is to be designed as a result of broad input, including from the ICANN Community.

Published on 2 May 2014
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