This Code of Ethics applies to and must be agreed to by:
- any and all ICANN Nominating Committee (NomCom) members,
- any and all ICANN staff members engaged in supporting the work of
the Nominating Committee, and
- any and all outside consultants who may be retained by the Nominating
Committee to assist with any phase of its work.
2. Integrity and Conflict of Interest
NomCom members act only on behalf of the interests of the global Internet
community and within the scope of the ICANN mission and responsibilities
assigned to it by the ICANN Bylaws. The NomCom is designed to function
independently from the ICANN Board, the Supporting Organizations, and
NomCom members are expected to adhere to the ICANN Conflict of Interest
Policy. Each NomCom member must disclose promptly to the Chair any financial
or other relations that might affect (or might reasonably be seen to
affect) his/her performance on the Committee, including any financial
connections to any individual under consideration by the NomCom. A subcommittee
will be formed by the Chair to review disclosed conflicts or potential
conflicts and to determine how to handle them. NomCom members must recuse
themselves from participation in discussion and voting where such conflict
NomCom members must not have any pre-existing commitments concerning the nomination of any particular candidates or potential candidates.
Each NomCom member is expected to pursue the stated objectives of the Committee, to comply with the rules and procedures established by the Committee, and to support the decisions the Committee makes.
Each NomCom member is expected to do his/her best to find the highest-qualified candidates for consideration by the NomCom, and to do his/her best to encourage those individuals to serve.
At no time shall any member of NomCom act in a way that would bring the Committee into disrepute or undermine the integrity of the process by which the Committee makes its selections.
3. Confidentiality and Privacy
All NomCom members will safeguard all internal NomCom communications
and treat them as strictly private, confidential, and for the use of
immediate committee members and NomCom staff only, without exception.
NomCom members will not disclose outside of the Committee any of the discussions about the candidates. Further, NomCom members will not disclose outside of the Committee the identities of candidates under consideration by NomCom, unless NomCom as a whole has decided to do so and the explicit consent of the candidate(s) in question has been obtained.
At the conclusion of the NomCom process, the Chair, who will serve as
Advisor to the next NomCom, will seek the consent of unsuccessful candidates
for his restricted retention of their names and email addresses for the
limited purpose of alerting them when the next NomCom announces its Formal
Call for Statements of Interest and Recommendations. No other information
for individual candidates will be retained. In particular, candidates from
the 2005 process who wish to be candidates in the next NomCom process will
need to submit a new Statement of Interest.
Participation on the NomCom is limited to the NomCom member, and cannot include a NomCom’s assistant, other staff, or proxy.
Should a NomCom member withdraw, step down, or be removed from the NomCom, he or she is obligated to delete and destroy any and all NomCom-related materials and communications.
4. Agreement to Adhere to the Code of Ethics
Failure to agree to Adhere to the Code of Ethics will constitute grounds for removal from the NomCom.
NomCom is responsible for the selection of portions of the members
of the ICANN Board of Directors, GNSO Council, Interim ALAC, and ccNSO
Council, filling these leadership positions in a way that complements
the selections made for such positions by the Supporting Organizations
and Interim ALAC.
The central rationale for using a nominating committee to select a
portion of the ICANN leadership bodies is to balance those who can represent
particular areas of knowledge and interests with those who place the
broad public interest of the global Internet community ahead of any
particular interests. NomCom’s role is to select individuals of the
highest integrity and capability who place the broad public interest
of the global Internet community ahead of any particular interests,
and who are nevertheless knowledgeable about ICANN’s mission and environment.
To achieve this broad public-interest orientation, the members of NomCom
are drawn from across the ICANN and global Internet communities. They
act only on behalf of the interests of the global Internet community
within the scope of the ICANN mission and the responsibilities assigned
to NomCom by ICANN Bylaws. They act as individuals and are not beholden
to their appointing constituencies as they work by consensus to derive
the NomCom slates of Selected Nominees for these leadership bodies.
The NomCom functions independently from the ICANN Board, Supporting
Organizations, and Advisory Committees. The NomCom selections are final;
no further approval or ratification is needed.
Together the NomCom and Supporting Organization selection pathways ensure that ICANN benefits from functional, cultural, geographic diversity in its policy development and decision-making as the Internet evolves.
NomCom is responsible for the selection of all ICANN Directors except
the President and those selected by ICANN's Supporting Organizations,
and for such other selections as are set forth in the Bylaws. [Bylaws
Article VII, Section 1]
The following are the core objectives of the NomCom:
1. Identify, recruit, and nominate the highest-quality nominees for
the positions NomCom is charged to fill;
2. Advance the core mission and values of ICANN [Bylaws
Article I, Sections 1 and 2];
3. Trust and respect all members of the NomCom;
4. Pursue diversity in geography, culture, skills, experience, and
perspectives from across the global Internet community;
5. Earn trust and respect of the Internet community by acting with
fairness and integrity, and by providing transparency of objectives,
criteria, procedures, and mechanisms for receiving input, while respecting
candidates’ privacy and maintaining the confidentiality that is necessary
to assure open and frank communications within NomCom; and
6. Adhere to the ICANN Bylaws.
1. Modifications to NomCom Procedures
Considerable care has been taken in developing the NomCom Procedures.
The NomCom process, however, is new to ICANN. In setting and publicizing
its procedures, the NomCom reserves the right to modify them in the
course of its work in order to ensure efficiency and effectiveness in
fulfilling its responsibilities. If NomCom concludes that modification
of these procedures is necessary, NomCom will post the changes on the
NomCom web page.
2. Responsibilities of NomCom Members
NomCom members are expected to engage in outreach, recruitment, and
information gathering; to read the submitted and gathered information
about each candidate under consideration; to participate in both deliberations
about individual candidates and construction of slates of candidates
that will fulfill the requirements for each of the leadership bodies
for which NomCom selects members; to participate in NomCom teleconferences;
to work diligently with NomCom colleagues toward an overall consensus
on the best possible group of candidates to be selected; and to adhere
to the Code of Ethics.
3. Vacancies and Removal from NomCom
Vacancies that may occur in NomCom may be filled for the remainder of
the term vacated by the same means by which the position was initially
filled. In the event that a NomCom member is removed for any reason,
he/she is obligated to delete all NomCom-related material. In the event
that a member of the NomCom staff is removed for any reason, he/she
is obligated to arrange for secure transfer of all NomCom-related material
to a NomCom designated person, and then to delete all NomCom-related
material from his/her own records in any form.
A NomCom member may be removed, following notice to the member, and
if selected by a Supporting Organization constituency or Advisory Committee,
after notice to that Supporting Organization constituency or Advisory
Committee, by a majority vote of all NomCom members entitled to vote;
provided, however, that the member who is the subject of the removal
action shall not be entitled to vote on such an action or be counted
as a voting member of NomCom when calculating the required majority
vote; and provided further, that each vote to remove a member shall
be a separate vote on the sole question of the removal of that particular
A member of the NomCom staff may be removed by the Chair of NomCom, following notice to the ICANN CEO.
4. Language for Conduct of NomCom's Communications
NomCom will conduct its communications in English.
The term "Candidate" will be reserved for those individuals
who agree to be considered by the NomCom for whom all required information
in the Statement of Interest has been received.
The term "Selected Nominee" is reserved to refer to a Candidate
selected by NomCom for a position it is charged to fill. NomCom selections
are final; no further approval or ratification is needed.
6. Internal Communications and Relations
a. Communications and Meetings
NomCom will carry out its work primarily through teleconferences
and email. Materials for NomCom’s work should normally be distributed
at least 48 hours in advance of teleconference meetings.
The Chair will seek to facilitate confidential communications in
a way that makes the most sense for the NomCom members.
The Nominating Committee expects to hold a face-to-face meeting in April 2005 in Mar del Plata, and a second face-to-fact meeting in September 2005 at a location to be announced. NomCom members are encouraged, but not required to travel to face-to-face meetings, and provisions for participation via teleconference will be arranged for members unable to attend in person. Reimbursement of necessary expenses will be available for travel to face-to-face meetings, in accord with applicable terms of ICANN travel reimbursement policy.
b. Volunteer Service
NomCom members serve as volunteers, without compensation. This contribution
is respected and appreciated. Provisions will be made to alleviate
the financial burden of the NomCom's teleconferences. Without
prior approval from the Chair for the incurrence of expenditure, reimbursement
will not be made for any other expenditures.
c. Non-Voting Members
Except for formal votes, non-voting members of the NomCom will take
part in all NomCom activities on an equal basis with voting members.
All NomCom members may participate in all discussions and deliberations
(unless a conflict of interest has been determined to be present).
d. Access to Information
The Chair will maintain a non-public central file of Candidates under
consideration, including available background, professional information,
and gathered information. All NomCom members will have access to the
information in the central file. The central file is confidential
to NomCom members and NomCom staff.
At the conclusion of the NomCom process, the Chair, who will serve as
Advisor to the next NomCom, will seek the consent of unsuccessful
candidates for his restricted retention of their names and email addresses
for the limited purpose of alerting them when the next NomCom announces its
Formal Call for Statements of Interest and Recommendations. No other
information for individual candidates will be retained. In particular,
candidates from the 2005 process who wish to be candidates in the next
NomCom process will need to submit a new Statement of Interest.
7. External Communications and Relations
The NomCom will publish its rules and procedures at its web page
on the ICANN Website. In consultation with the NomCom, the Chair will
establish and publicize milestones and deadlines, including the public
call for recommendations, so as to allow the NomCom to complete its
work in a timely way.
The Chair will serve as the official spokesperson for NomCom.
b. Recruitment Consultations
The NomCom will engage proactively in consultations with the various
elements of the ICANN community in its recruitment efforts. Such contacts
will include the IETF, the DNS root name server operators, the regional
Internet registries, the Address Council, the gTLD and ccTLD registries
and registrars, the Council and constituencies of the GNSO, the Council
and constituencies of the ccNSO, the technical liaison group and the
Security and At Large Advisory Committees.
The success of the NomCom will depend in no small measure on the
willingness and ability of NomCom members to engage in affirmative
recruitment of excellent candidates. The NomCom will use all readily
available means to publicize the call for Recommendations and Statements
In order to encourage NomCom members do their best to identify and
recruit outstanding candidates, each NomCom member will be asked to
present a list of several possible candidates for each of the bodies
to be populated in part by the NomCom.
c. Public Input
The NomCom will call publicly for Recommendations and Statements
of Interest from across the global Internet community to find the
talent and experience needed for the positions it fills, to inform
NomCom’s decisions, and to generate the confidence and respect of
the community for those whom NomCom selects.
The NomCom will use all readily available means to publicize the
call for Recommendations and Statements of Interest.
NomCom will seek Recommendations of potential candidates to enlarge
and enhance the pool of candidates. A Recommendation, however, is
not a requirement for consideration by the NomCom.
The Chair will give at least 30 days for the public to submit Recommendations
and Statements of Interest.
Because NomCom will conduct its work in English, all submissions
to NomCom must be provided in English. In NomCall's Formal Call for
Recommendations and Statements of Interest NomCom grants permission
for translation of the Formal Call provided (1) any distributed translation
includes the full text of the Formal Call in English in its entirety
and without any changes and (2) a copy of the translation and the
identity and contact information for the translator are sent to NomCom
All Recommendations and Statements of Interest will be acknowledged
in a timely fashion, using the address information provided by the
NomCom will provide a one-way communication mechanism (email or web-based)
through which the public can easily provide input to assist the NomCom
in its work. See section d below regarding the confidential treatment
of input received about specific candidates via this mechanism.
d. Confidentiality and Privacy
All NomCom members and NomCom staff will safeguard all internal NomCom
communications and treat them as strictly private, confidential, and
for the use of immediate committee members and NomCom staff only,
Communications of the NomCom are limited to the NomCom members and
NomCom staff, and cannot include a NomCom member’s assistant, or other
NomCom members and NomCom staff will not disclose outside of the
committee the identities of Candidates under consideration by the
NomCom, nor any discussions about them, unless both the Candidate
and the NomCom as a whole have given explicit authorization to disclose
Note that because NomCom will need to check references and consult
selected third-party sources on a confidential basis before making
its final selections, those wishing to be considered Candidates are
required to confirm this understanding of the confidentiality arrangements
when they submit a Statement of Interest. NomCom also reserves the
right to disclose the identities of those who submit Recommendations
when it is necessary to do so in the course of the review process.
When NomCom has completed its selection of Nominees for the positions
it is charged to fill, NomCom will, of course, publish the identities
of the Selected Nominees.
Statistical information, without identifying information (for example, information about the size and nature of the Candidate pool) may be published.
8. Criteria for Selection for ICANN Directors,
GNSO Council Members, Interim ALAC Members, and ccNSO Council Members
The NomCom will apply the criteria for selection and terms of eligibility,
defined in the applicable ICANN Bylaws, to identify a strong pool of
qualified Candidates who meet the highest standards of integrity and
To select from this pool of qualified Candidates, NomCom will take
into account additional considerations, related to the roles to be filled,
that it finds important as progress in the selection process is made.
By doing so, the NomCom seeks to ensure that ICANN can benefit from
those who place the public interest of the global Internet community
ahead of any particular special interests, but who nevertheless are
or commit themselves to becoming knowledgeable about the environment
in which ICANN operates.
In doing so, the NomCom also implements ICANN's
Core Values to seek and support broad, informed participation reflecting
the functional, geographic, and cultural diversity of the Internet at
all levels of policy development and decision-making.
a. Roles of the Positions to Be Filled
NomCom will be selecting its Nominees with careful consideration
of the roles they fill:
- ICANN's Directors, as a group, are responsible for exercising
the powers of ICANN, controlling its property, and conducting or
directing its business and affairs, except as otherwise provided
in the ICANN Articles of Incorporation or Bylaws. Directors serve
as individuals who have the duty to act in what they reasonably
believe are the best interests of ICANN and not as representatives
of the entity that selected them, their employers, or any other
organizations or constituencies. [Bylaws
Article II, section 1 and Article
VI, Section 7]
- The GNSO Council is responsible for managing the policy development
process of the GNSO. [Bylaws
Article X, Section 3(4)]
- The Interim ALAC is to consider and provide advice on the activities
of ICANN, insofar as they relate to the interests of individual
Article XI, Section 2(4)]
- The ccNSO Council is responsible for managing the policy-development
process of the ccNSO. [Bylaws
Article IX, Section 3(8)]
NomCom will use for all of these positions the criteria in the Bylaws
for selection of ICANN Directors. See below. NomCom may use some additional
considerations for the GNSO Council and Interim ALAC, and ccNSO Council
positions to support the specific roles of these entities.
b. Criteria for Selection of ICANN Directors
"ICANN Directors shall be:
(i). Accomplished persons of integrity, objectivity, and intelligence,
with reputations for sound judgment and open minds, and a demonstrated
capacity for thoughtful group decision-making;
(ii). Persons with an understanding of ICANN's mission and the
potential impact of ICANN decisions on the global Internet community,
and committed to the success of ICANN;
(iii). Persons who will produce the broadest cultural and geographic
diversity on the Board consistent with meeting the other criteria
set forth in this Section;
(iv) Persons who, in the aggregate, have personal familiarity with
the operation of gTLD registries and registrars; with ccTLD registries;
with IP address registries; with Internet technical standards and
protocols; with policy-development procedures, legal traditions,
and the public interest; and with the broad range of business, individual,
academic, and non-commercial users of the Internet;
(v). Persons who are willing to serve as volunteers, without compensation
other than the reimbursement of certain expenses; and
(vi) Persons who are able to work and communicate in written and
spoken English." [Bylaws
Article VI, Sec. 3]
It is understood that the criteria of cultural and geographic diversity as reflected in (iii) above includes gender, ethnic, religious, or other forms of diversity.
c. Additional Considerations for GNSO, ALAC
and ccNSO Positions
The criteria for selection of the GNSO Council, ccNSO Council, and
At Large Advisory Committee members are less specifically defined
in the Bylaws, but the NomCom notes the “Legislative History” behind
the decision for NomCom to select some individuals to the above committees.
A Blueprint for Reform, Section 3 (20 June 2002) and Final
Implementation Report and Recommendations, Section 3(C) (2 October
NomCom is looking for women and men who have demonstrated the maturity,
experience, knowledge and skills to handle the tasks and make the
judgments involved in fulfilling the roles of Board Directors, GNSO
Council Members, ccNSO Council Members, and Interim ALAC Members.
(i) Additional Considerations for the GNSO Council
For the GNSO Council positions, specific experience related to
the scope of GNSO's work with the Domain Name System would be advantageous.
(ii) Additional Considerations for
the Interim ALAC Positions
For the Interim ALAC positions, experience and skills that bear
on gathering, understanding, and communicating the interests of
individual users would be advantageous. Perspectives not otherwise
reflected in the existing Interim ALAC membership would be advantageous.
NomCom's selections for Interim ALAC are intended to diversify the
skill and experience sets of the Interim ALAC, including in such
areas as group decision-making. Over time these NomCom selections
present an opportunity to connect with the interests of individual
users from all categories.
(iii) Additional Considerations for the ccNSO Council Positions
For the ccNSO Council positions, while no specific considerations are reflected in the Bylaws, experience or knowledge of ccTLDs and issues of importance to the global Internet, would be advantageous. Additionally, familiarity of the global environment in which ICANN operates and perspectives not otherwise reflected in the ccTLD community would be likewise be advantageous.
9. Eligibility Factors for ICANN Directors, GNSO
Council Members, Interim ALAC Members, ccNSO Council Members
a. Eligibility Factors for ICANN Directors
(i). NomCom shall seek to ensure that the ICANN Board is composed
of members who in the aggregate display diversity in geography,
culture, skills, experience, and perspective, by applying the criteria
set forth above in this document. [Bylaws
Article VI, Section 2(2)]
(ii). At no time shall the NomCom select a Director to fill any
vacancy or expired term whose selection would cause the total number
of Directors (not including the President) who are citizens of countries
in any one Geographic Region to exceed five; and the NomCom shall
ensure through its selections that at all times the Board includes
at least one Director who is a citizen of a country in each ICANN
Geographic Region. [Bylaws
Article VI, Section 2 (2)]
(iii) No official of a national government or a multinational entity
established by treaty or other agreement between national governments
may serve as a Director. [Bylaws
Article VI, Section 4.1]
(iv) No person who serves in any capacity (including as a liaison)
on any Supporting Organization Council shall simultaneously serve
as a Director or liaison to the Board. [Details on this restriction
are explained in the Bylaws
Article VI, Section 4.2]
All the past and current ICANN Directors are eligible for selection in 2005, since none of them has exceeded the three term limit as defined in the Bylaws.
b. Eligibility Factors for GNSO Council Members
No more than one officer, director, or employee of any particular
corporation or other organization (including its subsidiaries and
affiliates) shall serve on the GNSO Council at any given time. [Bylaws
Article X, Section 3(5)]
c. Eligibility Factors for Interim ALAC Members
The five members of Interim ALAC selected by the NomCom shall include
one citizen of a country within each of the five Geographic Region
(Europe; Asia/Australia/Pacific; Latin America/Caribbean Islands;
Africa; and North America) established according
to Bylaws Article VI, Section 5. [Bylaws
Article XI, Section 2(4)(b)]
d. Eligibility Factors for ccNSO Council Members
There are no additional Bylaw eligibility considerations for ccNSO Council Members selected by the NomCom.
10. Review and Evaluation of Candidates
NomCom expects to complete its selection of Nominees for all of the
positions it is charged to fill in 2005 in time for those selected to
be seated at the conclusion of the ICANN 2005 Annual Meeting.
NomCom will post on the NomCom webpage a Work Plan with identified
Milestones. NomCom reserves the right to adjust its schedule within
the boundaries of the Bylaw requirements. Adjustments in NomCom's schedule
will be posted on its webpage and to subscribers to <email@example.com>.
Additional information on the 2005 Nominating Committee process will
be included in the Formal Call for Recommendations and Statements of
Interest which will be posted on the NomCom webpage.
NomCom will begin its review of Candidate information contained in
the completed Statement of Interest as soon as it is received and confirmed
to have all required information.
The NomCom will evaluate Candidates in a fair and consistent manner,
considering the Statement of Interest, references and, as needed, interviews,
consultations, and third-party information sources. While doing so,
it will adhere to its Code
See also Section 8 above which describes the criteria and additional
considerations that will be taken into account in NomCom's selections.
Section 9 describes the eligibility factors.
Note that endorsements by organizations or groups and lists of signatories
are not appropriate for this NomCom process, and they will not be influential
in NomCom's selections since popularity is not one of the criteria being
NomCom will need to carry out due diligence regarding candidates it
wishes to consider in the final round of review. For this purpose NomCom
will arrange, with consent of these candidates, to conduct confidential
references and credential verification and consult with others, not
named by the Candidate, on a confidential basis.
It should be noted that this Nominating Committee process differs from
an election, although the goal is the same: to elicit the Internet community's
participation in a thoughtful process leading to the selection of very
well-qualified individuals to fulfill the specific roles of their positions.