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ICANN's Directors, as a group, are responsible for exercising the powers of ICANN, controlling its property, and conducting or directing its business and affairs, except as otherwise provided in the ICANN Articles of Incorporation or Bylaws. Directors serve as individuals who have the duty to act in what they reasonably believe are the best interests of ICANN and not as representatives of the entity that selected them, their employers, or any other organizations or constituencies.
Directors are expected to support the ICANN mission and the implementation of ICANN's Core Values.
Link: http://nomcom.icann.org/invitation-2010.htm#roles
Also link to the relevant Web pages devoted to the ICANN Board etc.
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