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

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="737da4b0-b72f-4921-9075-8eb538a09215"><ac:plain-text-body><![CDATA[* [Revised Code of Conduct (in Redline)

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>
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http://www.icann.org/en/about/transparency/expected-standards-redline-11mar12-en.pdf] [PDF, 489 KB]]]></ac:plain-text-body></ac:structured-macro>
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http://www.icann.org/en/groups/board/governance/guidelines-corporate-11mar12-en.pdf] [PDF, 125 KB]An accompanying [memo

http://www.icann.org/en/groups/board/governance/materials-memo-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.

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Section IV: Additional Information

None

FIRST DRAFT / Drafted by Beau Brendler, revised by Carlton Samuels

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.

In our view, ICANN must seize this moment to right itself by adopting and
applying the language of the Affirmation of Commitments with respect to
conflicts of interest. Indeed, in its explanatory text for rejecting all
of the proposals - including one from ICANN - for managing IANA affairs,
the United States Department of Commerce avers a “need for structural
separation of policy-making from implementation, a robust companywide
conflict of interest policy, provisions reflecting heightened respect for
local country laws and a series of consultation and reporting requirements
to increase transparency and accountability to the international
community.” Their message is unmistakable and it would be wise to heed the
warning.

The credible evidence so far suggests that top to bottom, ICANN is riddled
with conflicts of interest as measured by contemporary best practice
corporate governance frameworks. Indeed, with the identification of one
class of conflicts by CEO Rod Beckstrom as a “significant threat” to ICANN,
we are at a watershed moment.

Mr Beckstrom's proposal for remedy includes that of ICANN board candidates
be “financially independent of the domain name industry.” He also posited
reform of the board selection process ”not just desirable". He calls for
a "fully independent and non-conflicted NomCom" in place before the next
nomination cycle begins.

The evidence and arguments are compelling enough for the ALAC to agree with
them. While we would not wish to eliminate the domain name industry from
participation in what must be a viable multistakeholder model of
governance, that influence must be balanced and not overwhelming. For
example, we do not believe it is a good thing for declared domain name
industry representatives to hold the chairmanship of the Nominating
Committee. The counteracting argument that a non-voting Chair is without
power is not only simplistic but mocks what we know of organizational
behaviour. And as we now understand from the NomCom's senior leadership,
no conflict of interest framework exists within the committee governing
external financial conflicts of interest – only fiduciary relationships
with ICANN itself are addressed.****

We believe ICANN’s public credibility is being strained to breaking point
in this regard. And another major embarrassment is hardly affordable.

We urge the ICANN board to acknowledge the current gaps in
conflict-of-interest guidelines within the community and to immediate steps
to engage an impartial third party to review and propose a conflict of
interest framework to remedy and relieve the community of the serious
inherent implications.

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