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  • Category: (replace this text with one of the following categories: Administration/Budget, Board, ccTLD, gTLD, IP, ICANN Structure, International Agreement, Root Zone)
  • Topic: (replace this text with a keywords from title) Directors' Code of Conduct
  • Board meeting date: 1 October 2008
  • Resolution number: 2008.10.01.02, 2008.10.01.03
  • URL for Board minutes/resolution: http://www.icann.org/en/minutes/minutes-01oct08.htm
  • Status: (replace this text with: Completed, Ongoing, Suspended)

Summary (replace this text with the a one-sentence summary of the resolution)

Text

Steve Goldstein spoke regarding the public comments that had been received and considered by ICANN. John Jeffrey provided a summary of the public comments, noting specifically comments from the Business Constituency, INTA, and the IPC. John Jeffrey further noted that the Board Governance Committee had elected to move forward with the approval of the Code of Conduct and was requesting that the Board direct the Conflicts of Interest Committee to review the Conflicts of Interest Policy with particular regard to the comments that were raised. Steve Goldstein indicated that the comments that were received were well regarded and considered to be very important to this process.

Raimundo Beca raised a concern regarding an overlapping with the framework of accountability that the board voted on in Delhi in February 2008. He indicated that he believed the code of conduct could be confusing for the public and proposed to put into the resolution to ask the staff to build a new framework which includes in one instrument all the codes of conduct. The Chair asked whether this could be managed by the Conflicts of Interest Committee to evaluate and agreed that it may be easier to handle all such related issues in one document. Peter noted that the Conflicts of Interest Committee has already initiated a review of its COI policy and the committee.

Board adopts ICANN Directors' Code of Conduct that was posted for public comment from 15 July 2008 through 29 August 2008. 


TextDennis Jennings raised an issue regarding the language in the Code of Conduct that states that Board Members cannot arbitrarily state that they represent the Board of ICANN. The Chair asked whether this could be reviewed in 12 months time, with a review of the document to be calendared for that time. Steve Goldstein noted that the language indicates that the President or his designates speak on behalf of the organization and the Chair is to speak on behalf of the Board at the agreement of the Board. Dennis Jennings inquired whether when Board Members are asked to speak at an event whether they are representing ICANN. The Chair pointed out that the issue might relate to when Board Members are speaking as individuals. John Jeffrey pointed out that it is important for Board Members to understand when they are speaking for the Board and as individuals, and also noted that the 12-month review is called for within the Code of Conduct. The Chair confirmed that the review was built-in to the document and called for a vote, with Steve Goldstein seconding, the following motion.

Whereas the members of ICANN's Board of Directors are committed to maintaining a high standard of ethical conduct;

Whereas the Board Governance Committee developed a Board of Directors' Code ofof  Conduct ("DCC") to provide the Board with guiding principles for conducting themselves in an ethical manner;

Whereas the DCC was posted for public comment from 15 July 2008 through 29 August 2008;

Whereas ICANN has received public comments from the community (i.e. ICANN's Business Constituency, the International Trademark Association, and the Coalition for Online Accountability), and the Board Governance Committee has found merit in comments submitted;

It is, Resolved RESOLVED (2008.10.01.02), the Board of Directors adopts the ICANN Directors' Code of Conduct ("DCC"), and refers the DCC to the Board's Conflicts of Interest ("COI") Committee for implementation.

Also, it is, Resolved RESOLVED (2008.10.01.03), the Board of Directors asks the COI Committee, as part of its implementation of the DCC, to review and consider public comments in extending the DCC's reach and in reviewing possible changes to the COI Policy.

A voice vote was taken of all Board Members present for each resolution, and the motion was approved by a vote of 13 to 0, with no abstentions.

Implementation Actions

  • Implement the Directors' Code of Conduct. (replace this text with specific Action Item)
    • Responsible entity: (replace this text with the responsible entity: ICANN department, ICANN Community Structure, Board, U.S. Department of Commerce)Board's Conflicts of Interest Committee
    • Due date: (replace this text with Due Date)None provided
    • Completion date: (replace this text with Date action was implemented)
    (replace this text with specific Action Item)
    • October 2008
  • Review public comments to Directors' Code of Conduct.
    • Responsible entity: (replace this text with the responsible entity: ICANN department, ICANN Community Structure, Board, U.S. Department of Commerce)Board's Conflicts of Interest Committee
    • Due date: (replace this text with Due Date)None provided
    • Completion date: (replace this text with Date action was implemented)2008

Other Related Resolutions

  • (replace this text with links to related resolutions)

Additional Information

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Additional Information

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

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