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

Comment/Reply Periods ^(*)

Important Information Links

• Public Comment Announcement
• To Submit Your Comments (Forum)
• View Comments Submitted

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="476e9bd2-ed13-4e81-8c6c-6e584232201d"><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>
<ac:structured-macro ac:name="unmigrated-wiki-markup" ac:schema-version="1" ac:macro-id="497b8605-6bbd-41f0-80f6-e1c000baa478"><ac:plain-text-body><![CDATA[* [Revised Expected Standards of Behavior (in Redline)

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="ae49b79d-d3e9-46b0-91bc-2565f723f043"><ac:plain-text-body><![CDATA[* [Proposed Corporate Governance Guidelines

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