Minutes | Special Meeting of the ICANN Board | 26 September 2024

a. Consideration of BGC Subcommittee on Conflicts of Interest’s Final Report re New gTLD Program: Next Round Conflicts

The Chair introduced the agenda item and called for conflicts of interest. Edmon Chung stated that he is a subject in the Board Governance Committee (BGC) Subcommittee on Conflicts of Interest Final Report regarding New gTLD Program: Next Round conflicts. While supportive of accepting the Final Report, Edmon stated that he would recuse himself from the discussion. Also, James Galvin stated that he as a subject in the Final Report and would recuse himself from all discussions related to the content of the report, as he has done up to this point. Edmon and James left the meeting for the Board's discussion of this agenda item and returned when the Board voted on the proposed resolutions.

The Chair reminded the Board that that the Subcommittee of the BGC was created to look at conflicts of interest and stated that this step was important because the next round of the New gTLD Program is approaching.

León Sánchez briefed the Board on the process undertaken by the BGC Subcommittee on Conflicts re the New gTLD Program: Next Round to reach the recommendations in the Final Report. He explained that the process included surveying Board members to identify any conflicts regarding the New gTLD Program, and meeting with Board members who identified conflicts to analyze the issues further. León also noted that the survey included questions regarding the Grant Program, and the Subcommittee continues to analyze the information with respect to the Grant Program.  

As part of the discussion, León explained that one of the principles underlying the Subcommittee's assessment was to try to include Board members who are conflicted in as many conversations as possible, while being mindful that their conflicts could pose a risk to the organization. As a result, the Subcommittee recognized that care must be taken to try to find suitable ways to mitigate any such risks, if possible. He stated the Subcommittee concluded that, currently, Harald Alvestrand, Edmon Chung, and James Galvin have an actual, potential, and perceived conflict of interest with the entire Next Round program and should not take part in any of the conversations related to the Next round. He reported that the Final Report recommends a carveout for those conflicted Board members to participate in discussions to provide subject matter expertise on a particular issue but recuse themselves from Board conversations when further deliberations begin.

Chris Chapman commented on using conflicted Board members when needed for subject matter expertise. He stated that the Board should try wherever possible to use subject matter expertise around the Board but expressed that there needs to be further work to put some guardrails and protocols in place to do so.

Christian Kaufmann asked for clarity about how Committees and Committee Chairs should consider whether to invite a conflicted Board member to join a committee meeting for subject matter expertise. The Board considered that it is up to the Committee Chair to find subject matter expertise that supports the committee or for other committee members to call for that expertise.

The Board also discussed other questions the Subcommittee is evaluating regarding conflicts of interest with respect to the Next Round, including those concerning Board members who work for a ccTLD.

León read the proposed resolution into the record.

After discussion, León Sánchez moved, and Becky Burr seconded the proposed resolutions. The Board took the following action:

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.

Nine members of the Board voted in favor of Resolutions 2024.09.26.01 – 2024.09.26.02. Edmon Chung abstained from voting, noting he was doing so because he is a subject in the Final Report. Patricio Poblete abstained from voting, noting he was doing so out of an abundance of caution and considering further direction from the Subcommittee. Catherine Adeya, Sally Costerton, Danko Jevtović, and Sajid Rahman were unavailable to vote on the Resolutions. The Resolutions carried.

a. Appointment of 2025 Nominating Committee 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.