Mechanisms for identifying collective Board skillset;
benchmarking Board/BGC skillsets; tailoring & consulting on skills;
reviewing for each NomCom; publishing outcomes & requirements with NomCom’s notice.
A. Analysis of previous review teams recommendations
- Recommendation
Recognizing the work of the Board Governance committee on Board training and skills building, pursuant to the advice of both the 2007 Nominating Committee Review and 2008 Board review, the Board should establish (in time to enable the integration of these recommendations into the Nominating Committee process commencing in late 2011) formal mechanisms for identifying the collective skill-set required by the ICANN Board including such skills as public policy, finance, strategic planning, corporate governance, negotiation, and dispute resolution. Emphasis should be placed upon ensuring the Board has the skills and experience to effectively provide oversight of ICANN operations consistent with the global public interest and deliver best practice in corporate governance. This should build upon the initial work undertaken in the independent reviews and involve:
a. Benchmarking Board skill-sets against similar corporate and other governance structures;
b. Tailoring the required skills to suit ICANN’s unique structure and mission, through an open consultation process, including direct consultation with the leadership of the SOs and ACs;
c. Reviewing these requirements annually, delivering a formalised starting point for the NomCom each year; and
d. From the Nominating Committee process commencing in late 2011, publishing the outcomes and requirements as part of the Nominating Committee’s call-for-nominations.
- Summary of ICANN’s assessment of implementation including actions taken, implementability and effectiveness
Original Assessment
VS - In 2012 we implemented the following actions:
a) Formal consultations during all ICANN meetings with all ACs (GAC declined to have such conversation in 2012) and SOs and its constituencies during the general assembly the previous year ( 2011) to identify all the characteristics and publish it.
b) Formal meeting with Board chair and CEO to collect their own opinion about Board member profile needed for the next selection.
c) Meeting with General Counsel to guarantee all members inside NOMCOM will understand the requirements for a Board position and other legal issues.
d) Meeting with the BGC to demand and receive the specific characteristics already existed inside the Board, which will be missing that next year and which are lacking and important for the Board.
e) Publishing the Identified and checked profile characteristics, as a guideline for candidate application information.
f) Publishing and up to date the TIMELINE for NOMCOM activities during the whole cycle of NOMCOM to guaranty transparency and facility to community and the candidates to follow.
g) Meeting with the company selected to help NOMCOM in a professional analysis for pre selected board candidates, related to their personal and professional characteristics in order to debate with them on the main characteristics we were looking for and how their analysis will help the members to select the best candidates.
h) Similar meeting as in a) to recheck with the AC+SOs + constituencies during the first meeting of the year (2012) to orient NOMCOM’s members on the selection process.
i) After the selection process, a Report was made and published matching matrix with the information asked by the community and Board and what the selected persons’ profiles for the Board member accomplished such requirements.
j) At the general Assembly in 2012 meeting again with each AC, SOs and its constituencies in order to give them feedback about the NOMCOM activities and how we respected their requirements for the Board positions (and for their own positions)
The report was published and announced during the Public Forum at the General Assembly on Toronto 2012 meeting.
AP - Workshops with the community (i.e. workshops on the ICANN meeting schedule, and meetings with GNSO constituencies, SO and AC, including GAC) and with the Board and Board Governance Committee seeking input on the candidate profile, on anticipated challenges ICANN would face and likely skills useful in addressing those challenges. Meetings with Board and Board Governance Committee also discussed internal board processes (example, board committees), experience gaps, etc.
Further assessment
The ATRT 2 inquired as to how the benchmarking was done and whether it was published, specific to the benchmarking portion of this recommendation.
Relative to benchmarking Board/BGC skillsets, the Board Skill and Training Benchmarking Analysis was published in October 2012 (http://www.icann.org/en/news/in-focus/accountability/board-benchmarking-analysis-14oct12-en.pdf). Grant Thornton’s National Board Governance Survey for Not-for-Profit Organizations is cited in this analysis and was one of the key sources used for benchmarking. The information generated from the surveys and materials reviewed in the benchmarking analysis were received from 465 CEOs, CFOs, board members and other officials of higher education institutions, trade and professional associations, social and human service organizations, cultural organizations, health care organizations and foundations.
Much has been done to inform the community about NomCom and contribute to transparency - web site improvements as well as presentations and other communications to keep people informed. Additional and innovative outreach/PR efforts focused on finding candidates would be useful. Staff is already considering the following tactics - integrating messaging about recruitment effort into all presentations, coordinating with GSE regional leaders and expanding social media activities.
- Summary of community input on implementation, including effectiveness
- Summary of other relevant information
- ATRT2 analysis of recommendation implementation (e.g. complete, incomplete or ongoing)
1 (a) - Document the methodology used to identify and choose “similar corporate and other governance structures”. - Done
1 (b) - Document benchmarks used. - Pending
1 (c) - Improve NomCom outreach/PR. - Done
1 (d) - Expand the skills survey and benchmarking to include NomCom selections in GNSO, ccNSO, and ALAC. - Done
Nearly complete
