Summary

Board authorizes the President and CEO, or his designees, to negotiate for and contract with an apprpriate Audit Program service provider.

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Whereas, ICANN is committed to attaining a high ethical standard to help ensure the legitimacy and sustainability of the multi-stakeholder model.

Whereas, it is crucial to have strengthened programs and practices in place to help promote ICANN's goals, including that of enhanced contractual compliance.

Whereas, planning a thorough and comprehensive audit of ICANN registries and registrars over a three year timeframe is consistent with and is intended to help progress ICANN's goals of understanding, enhancing and improving contractual compliance.

[Negotiation details redacted]

Whereas, the value [negotiation details redacted] will exceed the ICANN Officers' existing contracting and disbursement authority.

Resolved (2012.10.03.04), the Board hereby authorizes the President and CEO, or his designees, to negotiate for and enter into a contract with an appropriate Audit Program service provider, and make all required disbursements called for under that contract[negotiation details redacted].

Resolved (2012.10.03.05), the Board approves the redaction of the details of the Resolution 2012.10.03.04 pending completion of negotiations.

Implementation Actions

  •  Negotiate for and enter into a contract with an appropriate Audit Program service provider
    • Responsible entity: CEO
    • Deadline: None stated
    • Completion Date: December 2013

Rationale  

ICANN is committed to performing a comprehensive and top-of-the-line contractual compliance function. Auditing registrars' and registries' compliance with their contracts is a key aspect of that function. Audits are a valuable component of any organization's contractual compliance function because they offer the opportunity to generally: (1) gain insight into performance weaknesses; (2) develop predictability expectations for contracting parties; (3) assist ICANN in developing effective and efficient mechanisms to ensure compliance, including through consistent and equitable remediation efforts; and (4) allow ICANN to enhance community transparency through fact based and measurable reporting.

It is imperative to have a comprehensive and predictable audit program in place that helps ICANN understand whether the contracted parties are in compliance with their agreements and applicable consensus policies. Further, an audit program is a necessary complement to an equally comprehensive complaint intake and processing component of ICANN's contractual compliance function.

Such an effort is an operational program and to be managed by the Contractual Compliance Department, with the supervision by the President and CEO. The Board is fully supportive of this Program as one more step to a truly comprehensive contractual compliance function.

The Board's decision in this regard is limited to providing contracting and disbursement authority for this planned three-year program, the costs of which are projected to be outside that of the authority provided to ICANN Officers via the ICANN Contracting and Disbursement Policy (see http://www.icann.org/en/about/financials/signing-authority).

This decision is a direct enhancement for the ICANN community as it will be a tool to help ensure that all registrars and registries comply with their agreements. There will be a significant financial impact on ICANN, which is at the heart of this decision. The Board Finance Committee will provide oversight to ensure that the proper Audit Program budgets are included in the upcoming ICANN budgets and that this fiscal year's commitment to the Audit Program falls within the existing overall ICANN budget. If anything, this may have a positive impact on the security, stability and resiliency of the domain name system, to the extent that it will help ensure that all registries and registrars are complying with their contracts. Otherwise, there will be no impact on the security, stability and resiliency of the domain name system.

This decision is a Board-level Organizational Administrative Function – no public comment required.

Other Related Resolutions

  •  Other resolutions TBD

Additional Information

Explanatory text does not modify or override Resolutions.  See Board Resolutions Page for more information.

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