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02.04.2012 

ICANN Board Conflicts of Interest Review - Revised Conflicts of Interest Policy and Related Governance Documents

Adopted
12Y, 0N, 1A

28.03.2012

30.03.2012

02.04.2012

02.04.2012

05.04.2012

07.04.2012

02.04.2012

Amy Stathos Amy.Stathos@icann.org

AL/ALAC/ST/0412/1

Comment/Reply Periods (*)

Important Information Links

Comment Open:

11 March 2012

Comment Close:

2 April 2012

Close Time (UTC):

23.59 UTC

Reply Open:

3 April 2012

Reply Close:

24 April 2012

Close Time (UTC):

23.59 UTC

Brief Overview

 

Originating Organization:

ICANN Board

Categories/Tags:

ICANN Board/Bylaws

Purpose (Brief):

To receive comment on revisions to the Board Conflicts of Interest Policy, Code of Conduct and Expected Standards of Behavior as well as a proposed Corporate Governance Guidelines prepared as part of ICANN's ongoing review of its Conflicts of Interest and Ethics practices.

Current Status:

ICANN is undertaking a three-part review of its Conflicts of Interest and Ethics practices. One of those steps is working with ICANN's long-standing outside counsel to review ICANN's corporate governance documents to make recommendations of how those could be improved in light of best practices in corporate governance, while still reflecting the needs of ICANN. This review produced recommended modifications to the ICANN Board Conflicts of Interest Policy, Code of Conduct and Expected Standards of Behavior, as well as introducing a more comprehensive Corporate Governance Guidelines document. This work has been conducted in coordination with the Board Governance Committee.

Next Steps:

These documents are just the beginning of items that will be considered as part of ICANN's three-part review. After the comments are reviewed, the BGC will consider whether it is appropriate for the proposed documents be recommended for adoption. The comment received may also inform the expert work proceeding regarding ICANN's ethical culture, as well as the work of separate counsel that is also reviewing ICANN's corporate governance environment.

Staff Contact:

Amy Stathos, Deputy General Counsel

Email:

amy.stathos@icann.org

Detailed Information

 

Section I: Description, Explanation, and Purpose

As a part of ICANN's commitment to enhancing its overall culture of promoting superior ethics, integrity and transparency,ICANN is posting for public comment Corporate Governance Guidelines and revised versions of the following documents: the Board Conflicts of Interest Policy, the Board Code of Conduct and the Expected Standards of Behavior.

Section II: Background

Over the year, heightened attention and scrutiny has been placed on how the ICANN Board addresses conflicts of interest, and on enhancing ICANN's ethical culture. While ICANN has a robust conflict of interest policy and code of conduct in place, work has been ongoing with the community and experts to determine how these can be improved.
ICANN engaged two sets of outside counsel – one that is familiar with ICANN to perform a holistic review of our policies to make identifications of how they can be improved; and another set that is not familiar with ICANN to provide a review and recommendations for improvement. The documents provided for comment today arise out of one of those reviews.
ICANN has also engaged a team of international ethics experts to provide recommendations for the enhancement ofICANN's ethical culture, drawing on international sources, including practices in other not-for-profit organizations.
As another facet of this work, the ICANN Board has already finalized and announced rules on how Directors with interests in specific New gTLD applications may participate in New gTLD-related discussions. In addition ICANN announced stringent communication rules for its staff regarding communications with potential new gTLD applicants.

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Section III: Document and Resource Links

Four documents are provided for public comment:* [Revised Board Conflicts of Interest Policy (in Redline)http://www.icann.org/en/groups/board/governance/coi/coi-policy-redline-11mar12-en.pdf] [PDF, 140 KB]]]></ac:plain-text-body></ac:structured-macro> <ac:structured-macro ac:name="unmigrated-wiki-markup" ac:schema-version="1" ac:macro-id="259ba9fb-1c6f-470e-b3a0-b4c48e1466f2"><ac:plain-text-body><![CDATA[* [

http://www.icann.org/en/groups/board/governance/bod-code-of-conduct-redline-11mar12-en.pdf]
  •  [PDF, 634 KB]
]]></ac:plain-text-body></ac:structured-macro>
<ac:structured-macro ac:name="unmigrated-wiki-markup" ac:schema-version="1" ac:macro-id="60d943e0-a735-4e1a-8b5b-9e89064f17dd"><ac:plain-text-body><![CDATA[* [http://www.icann.org/en/about/transparency/expected-standards-redline-11mar12-en.pdf]
  •  [PDF, 489 KB
]]
  • ]
></ac:plain-text-body></ac:structured-macro>
<ac:structured-macro ac:name="unmigrated-wiki-markup" ac:schema-version="1" ac:macro-id="333d64ec-f814-4db4-ac9d-28bcda4f57b3"><ac:plain-text-body><![CDATA[* [http://www.icann.org/en/groups/board/governance/guidelines-corporate-11mar12-en.pdf]/groups/board/governance/materials-
  •  [PDF, 125 KB]An accompanying 
[memohttp://www.icann.org/en-11mar12-en.pdf]
  •  [PDF, 128 KB] is provided for explanation on the purpose of each document within the ICANN's corporate governance structure, as well as a simple diagram on how each of these documents may or may not apply to theICANN Board, ICANN staff, and the ICANN community as a whole.

]]></ac:plain-text-body></ac:structured-macro>

Section IV: Additional Information

None

This page contains two statements.

...

Call for Comments: starts 20 April 2012
Call for comments closing time: Tuesday 24 April 2012 @ 1415:00 UTC
Statement to be submitted: 24 April 20122012 
ALAC Vote starts: 25 April at 0:00 UTC and ends on 1 May 2012 @ 23:59 UTC
Vote reminder on: 30 April @ 0:00 UTC

DRAFT ALAC Statement on At-Large ICANN Board Conflicts of Interest Review - Revised Conflicts of Interest Policy and Related Governance Documents

Click here to download a copy of the Statement in PDF Format.

PDF
nameALAC Statement on the ICANN Board Conflicts of Interest (COI) Review - Revised COI Policy and Related Governance Documents.pdf

 

The At-Large Advisory Committee (ALAC) has already filed a first statement during the present comment period, marked as an “advance notice” due to the short time (21 days) allocated to the initial phase of the comment period. As a matter of fact, we echo the concerns made by the IPC and others that 21 days are too short for our needs to collect input from our five regions.

The present statement builds upon our “first notice”. Since then, we have noted a number of other comments on the issue of Conflicts of Interest (CoI), received in the first comment period, with which we concur.

Brief Summary of AdviceIntroduction

The At-Large Advisory Committee is concerned by the content of the Board's response to the rising levels of attention given conflict of interest matters both inside and outside the ICANN community. We are troubled by the possible impacts on ICANN's credibility as a steward of the multi-stakeholder model of Internet governance and the sustainability of that model in the global environment, especially in light of clear and present threats. 

...

Although the paragraph does not explicitly include a mention of conflicts of interests, it is clear that any existing, or even a perception of Conflict of Interest in its Board has may have a direct negative impact on the interests of Internet users around the world.

Recommendation

The ALAC therefore advises and recommends that a cross-community Commission (or Task Force, or Cross-Community Working Group) be set-up to examine ICANN’s conflicts of interest at all levels as well as any other structural issues that in effect prevent ICANN from meeting this commitment. In order to carry out its duties fully, this entity should have the possibility to engage the services of a few recognized experts, from outside the circle of ICANN, known for  their successful implementation of corporate governance, especially in not-for-profit organizations worldwide, in order to help develop a CoI framework for ICANN.

Finding and recommending hasty solutions in a Statement of the ALAC would lead to an unhealthy atmosphere of inquisition for the multi-stakeholder bottom-up model. Setting-up a Commission to come up with clear and concise steps to enhance the global public interest for Internet users is the only safe and sure way forward.

The ALAC would naturally need to be represented in such a cross-community Commission. The ICANN Bylaws (Article XI, Section 2.4) warrant such a role for the ALAC:

...

Call for Comments: starts 23 March 2012
Call for comments closing time: Friday 30th March 2012 @ 23:59 UTC
Statement to be submitted: 2nd April 2012
ALAC Vote starts: 2nd April at 0:00 UTC and ends on 6 April @ 23:59 UTC
Vote reminder on: 5 April @ 0:00 UTC

...

Click here to download a copy of the PDF

...

Below

PDF
name

...

1ALAC Statement on the ICANN Board Conflicts of Interest Review - Revised Conflicts of Interest Policy and Related Governance

...

Doc.pdf

The At-Large Advisory Committee is concerned by the Board's response to the
recent spate of conflict of interest matters raised from both inside and
outside the ICANN community. We are troubled by the possible impacts on
ICANN's credibility as a steward of the multistakeholder model of Internet
governance and the sustainability of that model in the global environment,
especially in light of clear and present threats.

...