- Category: Board
- Topic: Board Compensation Expert Report
- Board meeting date: 28 October 2011
- Resolution number: 2011.10.28.13
- URL for Board minutes/resolution: http://www.icann.org/en/minutes/resolutions-28oct11-en.htm#1.10
- Status: Completed
Summary
Board orders public posting of Independent Valuation Expert's Report regarding ATRT Recommendation 5: Board Compensation.
Text
Whereas on 25 August 2011, after several years of consideration, including the most recent Accountability and Transparency Review Teams' recommendation to compensate Directors, the Board directed ICANN's General Counsel and Secretary to retain Towers Watson as the Board's Independent Valuation Expert to evaluate and report on the appropriateness of compensation for ICANN's voting Board members.
Whereas, Towers Watson has conducted its evaluation and has determined that compensating the ICANN voting Board members is reasonable.
Whereas, Towers Watson has also recommended a particular level of compensation for ICANN's voting Board members and has presented a Report to ICANN for its consideration.
Whereas, the Board Governance Committee has recommended that the Board post the Independent Valuation Expert's Report.
Whereas, the Board is committed to transparency of the process relating to Board member compensation.
Resolved (2011.10.28.13), the Independent Valuation Expert's Report shall be publicly posted.
Implementation Actions
- Post Independent Valuation Expert's Report regarding ATRT recommendation to compensate Directors.
- Responsible entity: ICANN Staff
- Due date: None provided
- Completion date: 4 November 2011
Rationale
Over the past several years, ICANN has been considering issues surrounding Board compensation. The Board has publicly discussed the matter and has reviewed independent analysis and advice on the matter. For example: (i) there were calls from the community in relation to ICANN Framework for Accountability and Transparency that the entire Board be compensated; (ii) budget contingency discussions since FY08 have involved the concept of possible Board remuneration; (iii) independent evaluation experts provided studies on other non-profit organizations and Board member remuneration; (iv) the Boston Consulting Group ("BCG") that conducted the Board Review suggested that relatively modest fees to compensate directors for time may be appropriate; (v) the Board Review working group acknowledged general support from BCG and community for director remuneration, but recommended further study in coordination with General Counsel; and (vi) the Accountability and Transparency Review Team specifically recommended that the Board should implement a compensation scheme for voting Directors.
In August of 2010, the Board approved compensation for the Board Chair. Since that time a call for all voting directors to be compensated has continued, most recently through Recommendation 5 from the Accountability and Transparency Review Team.
On 25 August 2011, the Board began taking the steps necessary to consider compensation for the voting Board members, including posting a revised conflicts of interest policy as well as revised Bylaws that would be required if the Board ultimately approves compensation for voting Board members.
Publicly posting the Independent Valuation Expert Report should have a positive impact on the community as it will provide more transparency into the Board's process Further, informing the community through posting all of the process steps the Board is following, as well as the proposed revisions for the Conflicts of Interest Policy and the Bylaws, significantly enhances ICANN's transparency in this matter.
Following these steps has had a small fiscal impact on ICANN as it did cost some to engage the Independent Valuation Expert, however that eventually was budgeted for when the Board adopted the ATRT Recommendations. Taking these steps, including publishing the Independent Valuation Expert Report, will not negatively affect the security, stability or resiliency of the domain name system.
Other Related Resolutions
- Resolutions 2011.01.25.30-2011.01.25.32, Report on AOC Reviews including ATRT Recommendations - Next Steps, available at: http://www.icann.org/en/minutes/resolutions-25jan11-en.htm#6.
- Resolutions 2011.03.18.18-2011.03.18.22, AOC Reviews, Including ATRT Recommendations, available at: http://www.icann.org/en/minutes/resolutions-18mar11-en.htm#4.
- Resolution 2011.04.21.14, Board Management of ATRT Recommendations, available at: http://www.icann.org/en/minutes/resolutions-21apr11-en.htm#6.1.
- Resolution 2011.04.21.15, Esimated Budget Implications of ATRT Recommendations for FY2012 Budget, available at: http://www.icann.org/en/minutes/resolutions-21apr11-en.htm#6.2.
- Resolutions 2011.06.24.17-2011.06.24.19, ATRT Recommendations, available at: http://www.icann.org/en/minutes/resolutions-24jun11-en.htm#2.
- Resolutions 2011.08.25.09-2011.08.25.15, Process Steps for Consideration of Board Remuneration, available at: http://www.icann.org/en/minutes/resolutions-25aug11-en.htm#4.
- Resolutions 2011.12.08.14-2011.12.08.18, ATRT Recommendation 5: Board Compensation, available at: http://www.icann.org/en/minutes/resolutions-08dec11-en.htm#3.
- Other resolutions TBD.
Additional Information
- Independent Valuation Expert's Report Available for Viewing Announcement, made 4 November 2011, is available at: http://www.icann.org/en/announcements/announcement-3-04nov11-en.htm.
- Independent Valuation Expert's Report regarding ATRT Recommendation 5: Board Compensation available at: http://www.icann.org/en/general/report-board-directors-compensation-considerations-13oct11-en.pdf.
- Background information on Independent Valuation Expert's Report regarding ATRT Recommendation 5: Board Compensation available at: http://www.icann.org/en/announcements/announcement-3-04nov11-en.htm.
- ATRT Final Report ("Board Action on, and Implementation of, the Accountability and Transparency Review Team Final Report"), June 2011, available at: http://www.icann.org/en/accountability/atrt-report-25jun11-en.pdf.
- The resolution does not address funding for the items identified therein.
Explanatory text does not modify or override Resolutions. See Board Resolutions Page for more information.
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