Board Activities and Meetings
Approved Resolutions | Special Meeting of the ICANN Board | 26 September 2024
1. Main Agenda
a. Consideration of BGC Subcommittee on Conflicts of Interest’s Final Report re New gTLD Program: Next Round Conflicts
Whereas, on 10 September 2023, the Board approved the establishment of the Board Governance Committee (BGC) Subcommittee (Subcommittee) on Conflicts re the New gTLD Program: Next Round (Next Round) to manage Board members’ conflicts of interest issues for the Next Round. The Board subsequently expanded the remit of the Subcommittee to include other areas of conflicts not related to the Next Round.
Whereas, the Subcommittee has evaluated Board members' Next Round conflict disclosures and met with the conflicted members to discuss their conflicts and potential mitigation measures that might enable them to have access to materials and/or participate in Board discussions on any matters relating to the Next Round.
Whereas, the Subcommittee concluded that, currently, the following Board members have an actual, potential, and perceived conflict of interest with the entire Next Round program: Harald Alvestrand, Edmon Chung, and James Galvin. The Subcommittee further determined, and all three conflicted Board members have agreed, that these conflicts cannot be addressed through mitigation measures.
Whereas, the Subcommittee has completed its evaluation of the current Board members and provided its recommendations in the Subcommittee’s Final Report on Conflicts Regarding the New gTLD Program: Next Round (Final Report). Specifically, the Subcommittee recommended that: (i) the conflicted Board members be restricted from accessing materials related to the Next Round unless the materials are public and/or do not contain confidential information; and (ii) the conflicted Board members be excluded from participating in Board discussions and decisions related to the Next Round. The Subcommittee further recommended that these restrictions should apply to all matters or issues related to the Next Round, regardless of which Board group holds such discussions or distributes any related material.
Whereas, the Final Report also recommended that should the Board exercise its discretion to invite a conflicted Board member to provide subject matter expertise on an issue related to the Next Round, that: (i) the conflicted Board member’s participation be limited to providing expert information; (ii) the conflicted Board member should not have access to any confidential materials; and (iii) the conflicted Board member be restricted from the Board’s deliberations and/or decisions on that issue.
Whereas, the BGC has evaluated the Final Report and has recommended that the Board adopt the Final Report.
Resolved (2024.09.26.01), the Board accepts the Final Report of the BGC Subcommittee on Conflicts of Interest relating to the New gTLD Program: Next Round and will take all necessary steps to implement the recommendations in the Final Report.
Resolved (2024.09.26.02), specific items within this resolution shall remain confidential pursuant to Article 3, section 3.5(b) of the ICANN Bylaws until the Interim President and CEO, or her designee(s), determines that the confidential information may be released.
Rationale for Resolutions 2024.09.26.01 – 2024.09.26.02
ICANN is committed to attaining a high ethical standard to ensure the legitimacy and sustainability of the multistakeholder model. The Board’s action today ensures efficiencies in managing conflicts of interests for Board members for areas in addition to the New gTLD Program: Next Round. This action will help ensure that the Board members are operating at the highest ethical standards and that decisions and deliberations are made with full awareness of individual conflicts of interest, which will further assist the Board in complying with its duties in accordance with its Conflicts of Interest Policy (https://www.icann.org/resources/pages/governance/coi-en). The Subcommittee will continue to manage conflicts of interest for the Next Round, and may augment its recommendation, as necessary, to ensure that all Board members are compliant with its Conflicts of Interest Policy.
This decision is within the public interest and consistent with ICANN's mission as it is expected to positively impact the ICANN community by ensuring that ICANN continues to operate to the highest ethical standards.
The action is not expected to have a fiscal impact on ICANN organization.
This is an Organizational Administrative Function that does not require Public Comment.
2. Executive Session
a. Appointment of 2025 Nominating Chair and Chair-Elect
Whereas, the Board Governance Committee (BGC) reviewed the Expressions of Interest and other materials submitted by candidates for the 2025 Nominating Committee (NomCom) Chair and Chair-Elect, considered the NomCom members’ evaluation of the 2024 NomCom leadership, conducted interviews of a short listed group of candidates, and made a recommendation, which the Board considered and discussed.
Resolved (2024.09.26.03), the Board hereby appoints Amir Qayyum as the 2025 Nominating Committee Chair and Thomas Barrett as the 2025 Nominating Committee Chair-Elect.
Resolved (2024.09.26.04), specific items within this resolution shall remain confidential pursuant to Article 3, section 3.5(b) of the ICANN Bylaws until the Interim President and CEO, or her designee(s), determines that the confidential information may be released.
Rationale for Resolutions 2024.09.26.03 – 2024.09.26.04
ICANN’s Bylaws require the Board to appoint the Nominating Committee (NomCom) Chair and NomCom Chair-Elect. (See ICANN Bylaws, Article 8, Section 8.1.) The Board has delegated the responsibility for recommending the NomCom Chair and Chair-Elect for Board approval to the Board Governance Committee (BGC). (See BGC Charter, Section II.G.) The BGC oversaw the posting of a call for expressions of interest (EOI) on 20 May 2024 seeking expressions of interests (EOIs) by 17 June 2024. (See https://www.icann.org/en/announcements/details/call-for-expressions-of-interest-icann-2025-nomcom-chair-and-chair-elect-20-05-2024-en).
As input into the selection of 2025 NomCom leadership positions, the BGC reviewed and evaluated the received EOIs and other materials submitted by the candidates to narrow the group of applicants down to a short list of applicants for interviews. Subsequently, the BGC evaluated the candidates interviewed and considered the NomCom members’ evaluation of the 2024 NomCom leadership, as applicable, and made a recommendation to the Board. The Board considered the recommendation, and following fulsome discussion, the Board appointed Amir Qayyum as the 2025 NomCom Chair and Thomas Barrett the 2025 NomCom Chair-Elect.
The Board would like to thank all who expressed interest in becoming part of the 2025 NomCom leadership.
Appointing a NomCom Chair and Chair-Elect identified through a public EOI process, including interviews of the candidates, is in the public interest and is consistent with ICANN’s mission in that it positively affects the transparency and accountability of ICANN.
Appointing a NomCom Chair and Chair-Elect has no financial impact on ICANN that was not otherwise anticipated, and will not negatively impact the security, stability and resiliency of the domain name system.
This is an Organizational Administrative Function that does not require Public Comment.
Published on 30 September 2024