Board Committee Reports Cartagena, Colombia 10 December 2010 >>DENNIS JENNINGS: Good morning. We're starting this morning to address this cast of thousands. [ Applause ] >>DENNIS JENNINGS: To bask in the wave of applause. [ Applause ] >>DENNIS JENNINGS: Thank you, thank you, my friends. Thank you. This morning we have the board committee reports. We normally do this alphabetically and start with audit, but right now we are missing the chair of the Audit Committee, so we move on to the second committee report, which is -- I don't have the agenda in front of me. Do we have the agenda up on the screen? So we'll skip the Audit Committee and go on to the Board Governance Committee. I will resume my seat and bring you through this as chair of the Board Governance Committee. Now, this is really exciting stuff, so perhaps we just step through the slides. First of all, the first slide -- do I have a clicker? Oh, it's going to be managed. Thank you. I get to play with the technology as well. Those are the members of the Board Governance Committee, and I have the honor of chairing that committee. We have been pretty active, so I'll pick a few of these. You can read them yourselves. I'll pick a couple as we go through the slides. We dealt with -- This year, we dealt with two reconsideration requests, which will be on our agenda for the board meeting later on, requests 10-2 and 10-3. Quite complex and detailed requests for reconsideration, which took quite a bit of time in the last couple of months. We tidied up a couple of things, including recommend together board the approval of the Executive Committee charter, which the Executive Committee had been chartered through a resolution and was out of date, so we tidied that up and revised the Audit Committee charter. We recommended the board approval of the bylaws changes for board chair remuneration, which was one of the things we spent some time shepherding through the board. We recommended to the board the approval of the Nominating Committee chair. One thing we finally confronted was the fact that we had been -- or the Board Governance Committee had been nominating an individual to the Nominating Committee, an individual from the research community, which actually wasn't what we were supposed to be doing. We were supposed to be selecting an organization to do that. So we started the process of doing that properly, and that, I believe, is out to comment now. If we cannot identify -- if the community doesn't identify such an organization that has the approval of the committee, we'll probably make a bylaw change to remove that position. So that's for the future. We oversaw the development of the board and committee skill set identification process. I mention this because it came up in the ATRT report, the recommendations to the board to do more identification of skills and training. We have a training program. We started this year to identify the skill sets. So we're well on the way to at least addressing that element of the recommendations. You may remember that we had introduced a self-evaluation or self- review of the board and the chair. We introduced the self-evaluation for the committees themselves this year, and that's under way and we will see the results of that early next year. Spent a lot of time on conflicts of interest, formalizing and completing the annual board member conflict-of-interest statements, reviewing them and so on. There will be more work done there as we take that much more formally, much more seriously than we had in the past. And in particular, the new board members' conflicts of interest were gone through carefully this week in preparation for all of them taking their seats on the board. And we are beginning to compile board governance guidelines. Thank you. Are there any questions on any of those items? I ran through them because, you know, basically you can read them yourselves. I'm happy to take any questions. Marilyn. >>MARILYN CADE: Thank you. My name is Marilyn Cade and I am the CEO of a small consulting business called ICT Strategies mCADE LLC. And I have -- I think it's three questions. First of all on the issue of the board self-evaluation, have you also discussed the utilization of a 360 review process from the elected leadership of the supporting organizations and the advisory committees to augment that? That would be one point. And the other point I'm going to make is I don't want you -- It's not a point of order. It's a question for all of us. Which is actually about the scribing that is going on. That is an incredibly important thing to all of us, and what I have noticed throughout the speak, sometimes, because of the speed of the speakers, we are actually missing phrases or some sentences. So perhaps it's just good for all of us to remember that the transcript is not the accurate record. So I'm only mentioning that because something was omitted, just a few words, but I am going to make reference to. It's not a complaint. I love the scribing, we must keep it, but something to note, so that we all slow down when we speak. The -- I want to applaud the movement at last, and I know it's been frustrate to go all of you as it has been in the community to move forward with remuneration of the chair. And I would just say from a community perspective, myself, having watched the community's support for this over a number of years, as well as the remuneration of the board, I hope we will really focus on getting that done and moving forward with it. And I am just say that I realize that the work of these committees is on top of the rest of your board work and all of the expectations we have of you, and I want to say thank you for taking it on. >>DENNIS JENNINGS: Thank you, Marilyn. I should thank you for those nice words. Yes, being a chair of a committee is an extra workload. It's also particularly extra work for all the staff support who have supported us extremely well. The committees are getting up to speed. There are a lot of new committees. They have, I believe, got up to speed, but it has been a huge burden, not so much on the committees but on the staff, the constant one committee meeting after another after another. Barely time to write the minutes from one committee when you are preparing for the next committee. In terms of the reviews, 360 degree reviews or otherwise of -- self- reviews of the SOs and ACs, we really haven't -- which I think was your first question -- sorry, I misunderstood you, Marilyn. >>MARILYN CADE: No. 360 review of yourselves. >>DENNIS JENNINGS: Of the board. We're not there yet. To use a phrase that was well used during the week, Marilyn, we are moving there. We take self-review very seriously. This year we introduced the board review of each individual director. So we did the board and chair last year. We did the board, chair and individual directors this year. Obviously the reviews of the individual directors are confidential to the chair and the individual director. But we will be publishing the board review, board self-review of itself and the board self-review of the chair as we did the 2009 review. And I take the point, perhaps we can do more. And improving that is certainly on our agenda. In terms of the remuneration for the board and chair, yes, I glossed over that, but one of the significant pieces of work we did in the BGC was to shepherd that through the board and get an outcome that the board was comfortable with, I believe the community was comfortable with, and to do it in a very careful way that we believe the IRS will be comfortable with, not that I am an expert on the U.S. Internal Revenue Service. On the scribes, yes, people should note to speak slowly. The scribes, I think they walk on water. I think they do miracles, but they can't keep up with people. And particularly some names are difficult to catch the first time around, and people should just pause and let the scribes catch up. And that I think answers your questions, Marilyn. Oh, Jean-Jacques. >>JEAN-JACQUES SUBRENAT: Thank you. I just had a small remark about the scribes, or rather the difficulty of scribing, especially at a distance. When the scribes were in the hall, they went to the extent of taking names of people in the lines. Now this has disappeared. So I would suggest, but this is also a matter for the Public Participation Committee, that perhaps a member of the staff could do that function and convey, by some electronic means, to the scribes and the interpreters the names. Because there's no reason why a member of the community whose name is not, let's say, in English or French or Spanish should have his or her name slaughtered rather than some name which we consider more simple and easy. >>MARILYN CADE: Dennis, if I might offer a follow-up. And I don't want to hold you but it's Marilyn Cade again. I am just going to make a comment. And I think it is actually a governance topic as well as a public participation topic. Undoubtedly, moving to the use of remote location of the scribes has improved the budget impact and perhaps extended the ability to then offer scribing for more meetings. I think the scribing is absolutely essential. And for those of how don't know, I was the big champion of that that actually introduced the topic to Stuart Lynn at the time many years ago. It is essential. However, I would urge you to think about at least once a year having the scribes in the room with the community. The community is changing dramatically. Expanding and growing. And if it's possible to have the scribes in the room with the community once a year, I think you will find that helps the community to understand the utilization of this wonderful tool and people, and the scribes as well to sort of keep up with the expansion and diversification of the community. >>DENNIS JENNINGS: Thanks, Marilyn, I think that's a good point that we will take up. And I take your point in particular that the scribing is extremely important, and, therefore, accuracy is important. And your point is well made. Okay. Well, that deals with the Board Governance Committee, unless there's any other question from any other member of my enormously large and enthusiastic audience. Not hearing any (laughing) such question, I will pass you on to Ramaraj to give you the report of the board's Finance Committee. >>RAMARAJ: Thanks, Dennis. Good morning. The Board Finance Committee has interfaced with the staff on a number of issues since Brussels. That report and activity list has been posted. The Board Finance Committee has Gonzalo, George Sadowsky, and Dennis, Bruce, and Katim as observers. Of the number of activities that we did, I wanted to touch upon two or three. The first is that we have an investment policy, and we are required to review that investment policy annually. KPMG has been helping us do this in the past, and staff decided, through a bid process, to choose KPMG to do this again. KPMG expanded it's work a little bit more and took feedback from board members on current risk appetite and came back with their analysis and findings and recommendations. Broadly, it said that the investment policy is sound. The investment manager has been following the investment policy. They suggested some minor modifications to this. For example, to move the period of investment from -- horizon from maybe three years to five years, become more conservative, and a couple of other things. So the Board Finance Committee is recommending two things to the board this time. One is to accept and acknowledge the KPMG findings that the investment policy is basically sound, and to request staff to go ahead and have an RFI for selecting a new -- to select an investment manager, which includes maybe the current in the bid process. This is best practice in terms of having -- just reviewing who is managing the investment. UBS is currently doing it and doing a great job, but we said that let's have this reviewed and a bid go out. So during that bid process, the recommendations from KPMG would also be considered for whatever minor modifications. The second someone the budget process for FY12. We received numerous feedbacks that the SO/AC chairs would like to get involved much earlier in the process and have their feedback taken into consideration. Therefore, even before -- the schedule that we have adopted has been a budget framework in February, a draft operating plan and budget in May, and voting on it in the June meeting. This time we have started -- staff have started that process much earlier. They have already started interacting even before the Cartagena meeting with the SO and AC chairs. And there has been some feedback on how to improve that process. There is a core budget activity and new projects, and a process for listing out new projects that the SO and AC chairs would like to see. So that is greater interaction. And staff would be working on that and interfacing with the Board Finance Committee to see how that could be improved even further. The third is we cleared a cost accounting policy earlier in the year, and, therefore, work has been done by staff to capture what is the core budget and core activities of ICANN, and what are the new projects going forward. So that will be a core budget which could be forecast for three years, and then what are the new projects that the community, based on the strategic plan, want to see year on year. So there would be greater clarity and predictability on what's the core activity and the three-year view are being worked on and then what should the projects be. So broadly, these are the areas that the Board Finance Committee focused on, and these were three things I thought you would be interested in. So questions. >>DENNIS JENNINGS: Marilyn, have we a question from you? >>MARILYN CADE: My name is Marilyn Cade. I perhaps will start this comment by thanking all of you for doing this work. I've had an enlightening experience this year. I had been a past councillor and officer in the business constituency at an earlier stage, and I thought I was really aware of the additional responsibilities of governance, and I am learning again this year that all of these important functions that need to go on, both related to ICANN and related to the SOs, can be extremely time consuming. So I'm really pleased to see the progress that we are making at ICANN in sort of systematizing and stabilizing and improving our processes. From the BC perspective, we were probably one of the most vocal about asking for the earlier involvement; had a less than satisfactory experience, which I think disappointed all of us in Brussels. And I would like to report that we're very pleased at the gestures and intent and activities that we're seeing in now adding in additional efforts to reach out to us. Now I have a question. I think it's a question for the Finance Committee. You could perhaps tell me it's a question that belongs elsewhere. I did not raise it yesterday because I do not want it treated as an emotional issue. And yesterday, I think in the prose of taking comments about policy, it could have been interpreted that way. Several years ago, I pioneered a proposal on behalf of one of my clients, overstock.com, to urge that the single letters be released and allocated -- in the gTLDs and allocated for use. And I proposed an auction process that the registry of operation would use. But I proposed a completely independent third-party foundation with no direct linkage to ICANN, because I was very concerned about tax implications to ICANN. While I supported the idea that the strategic planning process could be used to identify the kinds of projects that that independent third-party foundation might choose to support with an independent advisory board. Okay. Flash forward to today, and the discussion about use of auctions for the allocation process for gTLD strings. Without talking about the policy, that is not my purpose here, I am very concerned that if ICANN is in the middle of or establishing in any way policies that causes it to take financial benefit out of the coordination role that it plays, that we -- and if it receives large sums of revenue, that we potentially could threaten our not-for-profit tax status. So my question, long background, my question is has the Finance Committee chartered or will they be chartering a very close examination of the risk of that and establishing a firm process to ensure that we do not threaten that status? >>RAMARAJ: Thank you, Marilyn. Two things that the Board Finance Committee has looked at, some in greater detail. One was the GNSO requirement that this be cost neutral, and, therefore, the process to manage that, and there is a person allocated to do this full-time and have these accounts available for communities, that it is finally cost neutral. There is also this question of what do we do if there is some surplus money, either through auction or because there are more applications. And, therefore, staff is working on a concept note as to what could be possible options and have that out for community comment soon. So that is part of the consideration, but there is not yet a note. It's being worked upon and we will have that soon. >>MARILYN CADE: I just need to ask a follow-up question, then, to the board. I have been sitting in certain briefings that have taken place here, and with all good will and all good intent I think it's possible that people from the community are beginning to build an expectation that in spite of -- I think we have to be really careful about being clear if we are not able to assure that all the "I's" have been crossed -- all the "I's" have been dotted and all the "T's" have been crossed because I think people in the community may be building an expectation that there will be funds available to them in some way to support their participation. And that's a complicated and perhaps risky expectation for us to create unless we've ensured it's possible. >>RAMARAJ: Appreciate that, and being worked upon. Thank you. >>CHRIS CHAPLOW: Thank you. My name is Chris Chaplow, and as vice chair for financed operations of the business constituency, I want to thank you for making it an item to give the constituencies early information on the draft of the budget. I would just ask that it may be as detailed as is sensible and that we can have it as soon as possible. Thank you. >>DENNIS JENNINGS: Are there any more questions for Ramaraj? Not seeing any more questions, I think we go back to the Audit Committee report, which I'll take. I'm looking for guidance from the audience. Are you reasonably happy when I just highlight a few points rather than read all the text? Okay; fine. It's a report to you guys, so let's go on to the Audit Committee. Rita is not available right now, so I'll do it. Rita Rodin Johnston is the chair. I need the clicker. Sorry; the technology defeats me every time. Here we go. The members are Harald Alvestrand, Rita as chair, Steve Crocker and myself. Just to remind everybody what the board Audit Committee does. Provide guidance in the financial and internal control matters of ICANN, including the year-end financial audit. And that was discussed with Moss Adams, the independent auditor. And we're all delighted to report a totally clean audit report was received and approved and posted. One of the things that -- and I must compliment Rita for which the whole audit process was done this year. One of the things that the Audit Committee introduced and pursued with the staff was the idea of an internal audit function. And the Audit Committee decided that we would use an external service provider. We didn't see the need to have an internal audit function. We weren't that large. But we felt the need to have some internal audit, and we asked Grant Thornton to do that, and this year we discussed their inaugural report from Grant Thornton who were engaged to provide those services. It's good practice in audit committees to have board members who have substantial expertise in finance and financial audit. Ideally, a CPA, one or two CPAs who you would normally find on a corporate board. We don't have that skill set, so one of the things we looked at was bringing in some external volunteer, financial expertise for the Audit Committee, and we're progressing that. And lastly, the new financial system is going -- is being selected and being implemented, which we laud. I think it's about time. And we reviewed the plans for that. So a very quick summary. Any questions on the role or the report from the Audit Committee? I know audit committees are the sort of thing that excite people, and, therefore, I expect -- Ah yes, I thought Marilyn would get excited about the audit. Marilyn, please. >>MARILYN CADE: Marilyn Cade. My comment to you and my comment to all of the staff who are here and the board members who aren't yet here, because they are going to come in when their committee is, and to the community is as follows. These reports are very important to the community. And I think if you look at the number of people in the room you might say, "Why am I doing this?" But you are creating a record. And for so many people in the community, including most of my constituency, the business constituency, they delegate the attention to this to the vice chair, Chris Chaplow, and to myself. So you are speaking to larger group, and I just wanted to reinforce that and thank you. >>DENNIS JENNINGS: Thank you, Marilyn. I do appreciate that. These reports are, of course, posted. They are there for everybody to read and this is just a formality of putting it into the record. Yes, sir. >>MICHAEL PALAGE: Hello, Dennis. Mike Palage. A question of whether this goes to the Finance or Audit Committee. One of the questions I used to raise when I was on the board is the potential use of time sheets by staff. At the time when ICANN was a much smaller organization, it was viewed as a burden, but as it grows to a $60 million organization with 100 staff, I think that's something to revisit. And again, one of the reasons to revisit that is in the new template registry agreements, which will be -- which have been incorporated in the proposed Applicant Guidebook are steps which registry service requests. Previously they were done for free under the current registry agreement. However, now it's proposed it will be done on a cost recovery basis. That there will be some fee associated with it. So as ICANN moves forward, I know this is probably not a -- I'm probably not going to be in staff's good graces for asking for this. But when you look at professional organizations such as the KPMGs, law firms, things like that, the use of time sheets, I think, are very important. And I don't know if this goes, perhaps, to the Audit Committee or the Finance Committee. So I just wanted to sort of raise this question. >>DENNIS JENNINGS: Thank you, Michael. I'll ask Ramaraj of the Finance Committee to answer that question. Ramaraj? >>RAMARAJ: One of the challenges that we've had for some time is when an SO or AC chair asks us, "What is the amount that has been spent on this," there used to be not enough clarity. That has changed to a greater degree because of the way in which reports are coming. However, most of it in the past has been allocated costs. Akram, who has now also taken on the role of being the interim CFO, is looking at a way of capturing costs. And I don't know if you were in the room when I mentioned that one way of going forward is to create a base budget for ICANN's current core activities and see all the costs that go in department-wise, people-wise into this core budget. Then look at all the new projects, including new requirements like you just pointed out and see what are the costs that are associated with that. So there's a base budget of core activity. And then there are projects coming out of the strategic plan and new requirements that would then be costed. >>MICHAEL PALAGE: And put it this way, I look forward to the new, if you will, CFO taking it to the next level because I think Kevin took it from one level to where we're at. And I think with the departmental reporting that we've seen the last couple of years, that has definitely been a positive step in the right direction. And if we continue to go forward, I think that would be welcomed from a financial accountability standpoint thank you. >>RAMARAJ: The only thing is we studied time sheets. And for an organization of this size, it wasn't working out to be cost effective or functionally effective. But we will keep reviewing that every time to see if there is a time at which that makes practical sense to incorporate. But we did take advice to see whether at this stage we needed to do it other than the new gTLD program, which is completely costed differently. >>MICHAEL PALAGE: And just to sort of follow up on the last point, one of the reasons that I think it is important to, again, constantly reevaluate the time sheet aspect is when you look at -- a point I had raised earlier in the week, the dot coop contract for 50,000 names, they pay $5,000. For 50,000 names in the new template agreement, ICANN is looking to collect $25,000. Same service, 500% increase. So from an accountability standpoint, it would really help to understand why ICANN needs 500% more to do the same function. Again, it is a TLD. This is not part of the cost-recovery application fee. This is the same base thing. And since ICANN is supposed to operate on a cost-recovery basis, that's just one of the things I'm trying to reconcile. And time sheets would go a long way towards that accountability. >>RAMARAJ: There are two pieces there. One is a cost recovery through the application process and then there are operations that are ongoing like we have. So there are two parts, and both are being looked at going forward. So I take your inputs, and I thank you. >>MICHAEL PALAGE: Thank you. >>RAMARAJ: I wanted to take this opportunity also to just thank Kevin, as Mike rightly pointed out, for the good work that has been done and to welcome Warren and Akram to the team. So thank you. >>DENNIS JENNINGS: Thank you, Ramaraj. I think that's particularly important, and I should have mentioned the achievement of getting the clean audit is one of Kevin's great achievements this year. And we thank him for that and for all his work. I'd like to move on now to the IANA committee and ask Harald to give the report. >>HARALD ALVESTRAND: Thank you. Thank you, Chair. The IANA Committee consists of four voting members and two non-voting members, making it one of our larger committees. And the committee is meeting fairly frequently. In fact, we met since last time in August, September, October and November and here in Cartagena. So we've got a perfect record for meeting each month, normally on the second Tuesday of each month. This was a schedule we started with as an experiment at the beginning. It's worked well for the committee, but it might be changed because now that things are up and running, it might be time to ease back on the requirements that is made on staff. But that's for the next chair to contemplate. The work you will see in these slides are mostly review, review, review and review. This is an oversight committee. It asks IANA, What are you doing? And can you explain to us why this is the right thing to do? And IANA is mostly answering, We are doing the right thing and we're doing it fine. The only pieces of actions, so to speak, has been an effort to do some board-level work of clarifying what we mean by the terminology used in the ccTLD delegations or redelegations, not because we want to change policy in any way but because we were not sure what the words meant. And we thought that we had a common understanding of it, but we better document that because common understandings suddenly become uncommon. So one of the important things that happens -- has happened over this year is that we are now very close to the end of IPv4. And so one of the concerns of the committee was, "Are we properly prepared for the things that can happen when we reach the end of the IANA free pool?" And we've had the presentations on the risks and associated possible events, including the idea that was floated to us about establishing even more address registries. This is currently with the Risk Committee for consideration. And we are very near the end of the pool, so we will see. There is not much time for those risks to materialize anymore, at least the ones that occur pre. And, of course, this was the year we put DNSSEC in the root. And since the last meeting, we've continued to monitor and get reports from and celebrating the signing of the root. In fact, it is so important and so well done that we put it on the slide twice. Last item of note is that we developed the work plan for 2011 so that the next chair of the IANA Committee has a plan to work through instead of just flying by air, as we have traditionally done. Thank you. Any questions? >>MICHAEL PALAGE: Mike Palage. Just to show you, the committee members, I actually read your minutes when they come out. So there are people that do read them. Quick question, Harald. I think it was in your October minutes that you talked -- let me get the exact quote. It says, "The IC discussed challenges and unforeseen results arising from the automation of the root zone management." And there wasn't any further explanation of what those challenges and unforeseen results were. Is it possible to share that, what those were? >>HARALD ALVESTRAND: Yes. The points that were raised to us was not in IANA's purview. But in other people deploying DNSSEC, we had experienced already operational adders that if DNSSEC was believed -- if DNSSEC had been universally deployed and believed by clients would have led to the effective outage of the zone. We discussed this -- such things as forgetting to renew the key or turning off DNSSEC on a zone that was supposed to be signed. We discussed mitigation strategies so that we can be sure that this never happens for an IANA-managed zone and how to work with the community so that these kind of operational adders can be avoided or, if they happen, be detected and corrected as fast as possible. Does that answer your question? >>MICHAEL PALAGE: Yes, thank you. And then there was one other note from the -- I believe it was also from the October meetings that we're talking about -- I think there was a paper by one of the IC members about redelegation matters that was going to be given to staff. Will that paper on redelegation matters be made available, or when will staff be sharing that policy? >>HARALD ALVESTRAND: We don't have a policy on chain documentation either way. Chair of the BGC, I think we should have a policy on sharing documentation from the groups, either that we do or we don't. In this particular case, this is part of what will be going before the board. So eventually it will be a board paper and published as a matter of course. >>MICHAEL PALAGE: Again, the only reason I ask that is one of the meetings I sat in on this week was sort of redelegation of CC matters. That was one of the workshops I sat in on. Again, if IANA is doing something with regard to redelegations, I didn't hear that discussed this week and was just wondering when this document would be made available. So thank you. >>HARALD ALVESTRAND: As I said, the intent of IANA and of the IANA Committee is that we practice current policy. Practicing current policy means that we understand it. So we're trying to be as clear as possible in what we actually do. Once the ccNSO work on delegation/redelegation completes with policy recommendations, of course, we will switch to following that. >>MICHAEL PALAGE: And, again, I think one of the themes that we've heard throughout this week, through a number of the GAC sessions is how ICANN could work in informing the GAC earlier. Since redelegation is definitely something that would fall within the Government Advisory Committee's concerns, that's why I was just wondering from an information standpoint. Hopefully this document would be shared sooner as opposed to later. So thank you. >>HARALD ALVESTRAND: Thank you. Good point. And, by the way, thank you for proving that someone reads our minutes. >>DENNIS JENNINGS: Thank you very much, indeed. >>HARALD ALVESTRAND: Thank you. >>DENNIS JENNINGS: We are running out of time, so I'm going to have to ask my other chair colleagues to move the reports along, with apologies. I think we can move next to public participation and, Jean-Jacques, ask you to please take us through the report of the Public Participation Committee. >>JEAN-JACQUES SUBRENAT: With pleasure. So the slide says "from Brussels to Cartagena" because it was our view that we learned a few lessons in Brussels, as we had previously in Nairobi, by the way, especially about remote participation or distance participation tools. Here are the members of the team, plus staff; and that, of course, is indispensable to mention. We have a new senior director for outreach and public participation, and that is Filiz Yilmaz who is seated up there. And the whole staff participation used to report to the senior vice president in Washington, but that's no longer the case. And for the past few months it is David Olive who gets reported to by Filiz Yilmaz. Next is after Brussels, amongst the many tasks we have undertaken, I'd just like to underline two of them, that we now have, thanks to Christina who is the director in charge of linguistic services, a standardized interpretation and translation service approach, which is putting up an consistent for vendor and services choice. Also, we have completed the meetings for the next decade survey. We have analyzed the results of the community feedback to determine new directions for improvement. Here I'd just like to underline the fact that we have taken the approach of a very long-term view of what ICANN may need in terms of public participation. And this was done for once not from staff or the committee to the general public, but it was built in quite a different way. We put out a few feelers or ideas to the community, and it was very much the community which told us what were its preoccupations. So for the way forward, here are some of the things we see as important: Improving the public comment process -- I'm willing to take any questions on that or remarks -- more outreach to the Internet communities, meeting venues. This includes a whole series of questions, one of which was the question of should we occasionally or regularly hold ICANN international meetings in a hub city rather than only rotate regionally but, also, the very question of the number and type of meetings per year. The tools to enhance community involvement in policy formation, and I think it is generally recognized that some progress has been made, especially this year, but we must continue on that path to make things more readily available to the community. One thing I learned in this regard a few days ago at the public meeting of the Public Participation Committee was that having things online, both large bandwidth and low bandwidth, was good but not sufficient. And several speakers brought our attention to the fact that we also need -- we still need offline published materials or things available on CDs or on USB keys, so we are going to look into that. And my concluding word before taking questions or remarks is that this is an area of public participation where there is a direct link with the ongoing work of the accountability and transparency review. And both in the report of the ATRT but also in part of that which is the Berkman Institute report, the findings and some of the recommendations are very much in phase with what we are doing or, rather, I should say, what we have been planning now for some months seems to be very much in phase with what we are being advised to do now. And, of course, we will take all those recommendations to improve our processes and outreach. Of course, as a committee -- as a board committee, we were especially pleased to know that the Berkman Institute and the ATRT team used the words "high marks" in speaking of the improvements made in public participation. So we are very grateful for that, especially we take it as an encouragement of further work to be done because we do realize that there is still a lot of progress to be made. Thank you. >>DENNIS JENNINGS: Jean-Jacques, thank you. Questions? >>MARILYN CADE: I do. I have three. My name is Marilyn Cade. First of all, Jean-Jacques, I would like to join with others in thanking you for the work -- the leadership work that you've done in this area and noting with pleasure that you will continue to be working on our behalf in a different role as you evolve from the word into another leadership position. And I thank you for that as well. Jean-Jacques and I were on the President's Strategy Committee and we had much discussion about a risk area to ICANN's stability as an organization. My comment links the importance of the work of the Public Participation Committee to the Risk Committee and will reference something I see as a significant risk to the organization and also links to the new committee that has been established that is looking at the ICANN's interactions in the larger ecosystem. But before I say that, I just wanted to make -- ask Jean-Jacques for a clarification. Earlier -- very early in your comments you said you would continue outreach to the Internet communities. And I took that to mean, because I was reading your mind, that you, of course, meant very broadly to include the governments and the IGOs in the broadest definition of Internet communities. But I might just ask you to comment about that. >>JEAN-JACQUES SUBRENAT: Sure, Marilyn. Naturally it is the purpose and the task of ICANN as a body to engage in outreach with all the components of the community. But I must say as far as the Public Participation Committee is concerned, we do not relate especially with one of the other -- especially not with the GAC because the GAC exists as part of ICANN. And as you know, the ATRT -- sorry, the AoC has conferred a new visibility and level of interaction with the board. So I think that's quite natural. But we at the PPC have not tailored any special tool to interact even more with GAC. That's not our main concern. >>MARILYN CADE: Sorry, let me clarify, governments. I was not speaking about interacting with the GAC. I was using the more general terminology of "governments" as they are in ministries or in organizations and as they are widely distributed because, of course, there are designated representatives who come and participate in the Government Advisory Committee. But I was using the broader term. >>JEAN-JACQUES SUBRENAT: Well, in that case, the quick answer is yes. If you want me, I can develop that for a half-hour because I come from that profession. But thank you for the point. >>MARILYN CADE: And my -- I just wanted to make the note for both the chair of the Risk Committee, Mr. Tonkin, and -- I will pause so he is able to hear me. >>DENNIS JENNINGS: Bruce? Bruce? Bruce? I wonder, could we have your attention, please. Marilyn is demanding your attention, and you know how demanding Marilyn can be. [ Laughter ] >>MARILYN CADE: I just quickly wanted to make the point that I'm making right now which is relevant to the Risk Committee and also to the Ecosystem Committee that ICANN faces a significant risk. And that risk is that we must continue to build our credibility and awareness and support from the broadest possible base, the inclusive base of those that are -- need to be involved in ICANN and need to know about it. And I think that normally when I look at what ICANN thinks is a risk, I'm not sure that you're fully appreciating yet the external risk of not continuing to build the acceptance of the organization and our unique model. And aligning that awareness with the Internet Governance Forum and that unique model, I think, may create or enhance risks that exist to us as we go forward. >>DENNIS JENNINGS: Thank you, Marilyn. And thank you, Jean-Jacques. That's a nice segue into the Risk Committee's report. Bruce, can I ask you -- oh, Jean-Jacques, would you like to respond briefly? >>JEAN-JACQUES SUBRENAT: Yes. That's an interesting thought. I won't delve into that, but I will just note that Marilyn has come up with her 1,001 ideas which I find very interesting, which is the Ecosystem Committee. Thank you. >>DENNIS JENNINGS: Thank you, Jean-Jacques. Bruce? >>BRUCE TONKIN: Thank you, Dennis, and thank you, Marilyn, for raising that risk around the acceptance of the organization from a government's perspective. And that's certainly generally one of the risks that are on the risk register. All right. Here we go. So the Risk Committee members are a mixture of technical, financial and legal and then me. I just talk a lot. The actions and some of the topics that we've been considering, we've had some recent discussions on IP Version 4 depletion. I think what we are expecting to see is as the addresses are no longer able to be issued from registries -- or new address ranges from registries, then it is likely that there will be various markets where people are essentially trading some of these addresses and there could be some issues around that, that will evolve. Certainly the regional Internet address registries are studying this fairly carefully and people are keeping a fairly close monitor on it. The Affirmation of Commitments, the risks are less than the reviews because we are really great at doing lots of reviews around here but actually making sure that the actual commitments that are in the Affirmation of Commitments are being done and are being met. And we certainly had some feedback this week that we need to continue to improve things like our documentation and rationale for decisions as one example under our commitments. New gTLDs is obviously a big area. That's been looked at fairly extensively by the Risk Committee, and we are working towards making some of that risk analysis public so that the community can contribute as well. Probably the most recent one that we've been looking at is root scaling. The Risk Committee wrote to the Root Server Advisory Committee and they recently responded to the board on their views on the current plan for the roll out of new gTLDs. The IDN program, a lot of the interest there is starting to look at variants in both how we accommodate those -- because we're certainly hearing from language committees that they do want to be able to have the different variants working, and we're just trying to make sure they're working in the best possible way. DNSSEC, that's, again, an ongoing activity, I think. A lot of the work is -- has been focused currently on deploying DNSSEC, so we now have it deployed in the root. A number of the gTLDs and ccTLDs are now deploying it. But the risks start to become more in the management of the business processes around that. And if I could use an analogy with a house. You might install some locks to improve the security of your house. And then you might say to improve your security even more, you are going to change those locks every month. And in doing that, you need to distribute the keys to the users of your house, being potentially your family, maybe your cleaner, whoever else has access to your house. But you have to coordinate that, who is producing the keys, what happens if you haven't given everybody the key, what happens if you give someone a new key and you don't change the key on the lock, that sort of thing. So I think a lot of the evolution of this now, particularly as you descend down the hierarchy to individual users that are using DNSSEC to protect their own individual domain names is that they properly manage the keys associated with this technical improvement. So whenever you introduce a change, you mitigate one risk but you also potentially create other risks that also need to be managed. One thing I have to say generally as an assessment is that the staff have really improved the management of risks substantially in the last year or two, and it has been a big improvement. There is now a lot more formality and documentation on reviewing risks both at the project level and the board review -- or the board Risk Committee reviews risks of large projects like the new gTLD program but just generally, the culture is that the staff are looking at risks with respect to their projects. There is a regular -- we have an enterprise risk assessment which includes the one Marilyn mentioned about -- it says what we referred to as reputational risk and how we manage that. That gets reassessed at regular intervals, so each year the staff would review the major risks and see if there is still appropriate and if the mitigation is still appropriate. So I think that's all for me, Dennis. >>DENNIS JENNINGS: Thank you, Bruce. Any questions for Bruce and the oversight of risk management in the organization? Seeing none, I thank you, Bruce, and ask Ray Plzak to give us the report of the Structural Improvements Committee. >>RAY PLZAK: Thank you, chair. I would like to commend the chair for maintaining the tradition of, no matter what the session is, that we will somehow get off schedule and we have managed to do that so far. This is the structural improvements committee. This is who we are. We have one departing member. That's Jonne. We will miss him. He's been a very valuable member, albeit he couldn't vote, and we hope that his -- we know that his successor will be as equally important to the board for this committee. Also, we have a departing voting member in Jean-Jacques, and so Jean- Jacques, we would like to extend our deep appreciation to you for all the work that you've done in this committee as well. Quite briefly, this is where we are. In conjunction with these reviews, the -- one matter of note is the SSAC implementation. With the actions to be taken by the board at this meeting the implementation of the SSAC review will have all been completed, and so that is actually the first organization that's gone completely through everything on their implementation agenda. So we've done -- so thank you very much to that. I will note that in the conduct of that review, the SSAC did form its own internal group, do its own internal review, so that was added into the mix. We will be moving along at this meeting the implementation activities of the NomCom. We had hoped to do so with the RSSAC, but we've -- the plan is not quite ready for prime time, so therefore we are going to delay that by about a month before we actually ask the board to approve that implementation plan. One of the things that the board asked us to do some time ago -- and we haven't done it quite yet -- is to look at reviewing the stakeholder groups outside of this bylaws review process. And one of the first things we embarked upon to do that was: What is the criteria we're going to use? Well, in the context of doing that, we have been working hard on developing criteria and actually what we've gotten to the point is that looking at that, these criteria probably have a much more suitable use and so we're looking at moving forward with perhaps -- actually, not "perhaps," but recommending that at some point these criteria will actually be used in the recognition process, particularly of the constituencies, making that process a little bit more predictable. And so that's something you can look forward to in the future. The only other thing that is of note here is that the ASO review, the -- in the ASO MoU, there's a provision that the NRO can conduct this review. It's at their option. They have elected to do so. And so we are working out the details of what a liaison structure would be between the board and staff and the NRO in the conduct of that review. Once that's done, that should move along very smartly. That concludes my report. I hope to have given back some of the time to the chair, and I will graciously accept any questions or comments. >>DENNIS JENNINGS: Thank you, Bruce. Questions. Marilyn? >>MARILYN CADE: Thank you. My name is Marilyn Cade. Thank you, Ray, for that report. You made reference to the process of -- the process by which new constituencies would emerge and be recognized, and I just wanted to repeat a comment that was made yesterday in the event it was overlooked, and that is the importance that the business constituency puts on the idea of having a predictable process for the emergence of new constituencies. We did, however -- and this is the point that I wanted to make that was new. We did, however, within the CSG discuss the importance of there being an examination of the integration of new groups, perhaps in an existing constituency where that is appropriate, but we support the emergence of new constituencies. So hope I'm being very clear. And your establishment of a predictable process we think is very important, and a process that would enable the identification of the range of opportunities. Being a new constituency at ICANN is going to be a tough haul, and the more predictability that is in the processes, I think, will be welcomed by all, including the broader community. >>RAY PLZAK: Thank you, Marilyn, and also thank you for asking a question because I didn't want to feel left out. [ Laughter ] >>RAY PLZAK: Yes. And we will do the due diligence on the review of the criteria, you know. And one of the things that's really lacking is some really definable objective criteria, because in the end what we want are constituencies that are fully operational and are fully participatory and also the means for the board to conduct oversight of the operations inside the GNSO. So thank you very much. Anything else? I turn it back over to the chair. >>DENNIS JENNINGS: Thank you, Ray. And lastly, but not least, could I ask our chair, Peter Dengate Thrush, to bring us through the report of our newest committee, the global relations? Peter? >>PETER DENGATE THRUSH: Thank you, chair. The board global relationships committee has been formed to look after and provide board-level oversight and support to ICANN's work in relation to global relationships. The members of the committee are George Sadowsky, Jean-Jacques Subrenat -- and I'd pause at this point to congratulate Jean-Jacques on his recent appointment to the ALAC by the nominating committee and to thank him for his work on this committee where he's provided the same high-quality service that we've come to expect from Jean-Jacques and have seen in all other areas of his contributions to ICANN. [ Applause ] >>PETER DENGATE THRUSH: We also have Katim Touray, Kuo-Wei Wu and Vanda Scartezini, and you will note the geographic and gender diversity that we've deliberately attempted to place on this committee because of the global and diverse nature of the relationships that this committee is intended to address. The committee originated -- I've gone into a little bit more in this because this committee is new. It originated from the board's desire to provide the strategic direction, to sustain and enhance all of the many external relationships. We adopted our charter in August and have had meetings in September, November, and December. I put there, again -- we won't do this every time but because this is new, I thought it might be helpful just to set out a little bit of the charter. This is, of course, as with all of the committee charters, on the Web site. Just some of the highlights. Assisting the board in developing strategies, policies and guidelines relating to strategic relationships. That distinguishes them from the contractual relationships that we have with registries and registrars or other parties. Overseeing the development of the strategic partnership program that will identify, maintain and strength those partnerships. And then oversee the performance by ICANN under its key strategic agreements. And so on. Actual work since Brussels, we have begun, first of all, taking stock of all the current work that's been going on in this area, and looking at the actual relationships and what we are doing about those. Then beginning next, some strategic discussions on enhancing the key relationships. One of the most important strategic relationships ICANN has, of course, is the IANA relationship with the United States government, and we've been discussing that. We've also looked, as you'd expect, at some of the internal resourcing requirements of the global relationships chore, and we've begun looking at the next step of that, which is the contribution to the budget. So what we expect to do next, between now and the next meeting, is to continue categorizing and then prioritizing the current relationships, establishing a program for enhancing some of the key ones, beginning to review developments in the IANA contract replacement strategy. We'll be monitoring and helping staff and the CEO in terms of developing staffing to strengthen the global relationships team, and considering formal input into the budget. So thank you. That's the origin, recent work, and near future work of the global relationships committee. Dennis, back to you. >>DENNIS JENNINGS: Thank you, Peter. Any questions? >>MARILYN CADE: Thank you. My name is Marilyn Cade and I am going to make a comment, if I may. First of all, I want to thank the board for establishing this committee. From the time that I was on the President's Strategy Committee with some of you, we had called for this kind of interaction and recognition, and I am particularly pleased to see the establishment of the committee. I want to make a point that I was very committed to in the entire time I was on the President's Strategy Committee, and that I believed we received strong reinforcement from in the public comments. The strength of ICANN's presence, recognition, and acceptance with many of these additional entities can be significantly augmented by you recognizing and vitally using the senior leadership that is already -- from business and other groups that are already also working at ICANN. You actually have -- particularly in business and in the key associations -- senior leadership and executives who are working in many of those org -- with many of those other organizations. So as you think about how to do things, as you move forward on this, do take public comment on where there are additional concentric circles of resources out there that you can count on to support any such initiatives. Point one. Point two: I'm going to urge you to be very cautious about thinking about a variety of MoUs that you would be negotiating with different groups. MoU management is like contract management. And MoU management with international organizations is complicated. So be thoughtful and take a lot of advice, I think, about what mechanisms you would want to use if you decided to formalize relationships. >>DENNIS JENNINGS: Thank you, Marilyn. I have -- Ray wants to reply but Peter do you want to reply directly first. >>PETER DENGATE THRUSH: No, I think that's fine. I note Marilyn's comments. Thank you, everyone. >>DENNIS JENNINGS: >>RAY PLZAK: Thank you, Marilyn, I think your first point I think is well put given the experience that those individuals and organizations you mentioned have had over the years in the WSIS process and the IGF process and the ability that they have demonstrated in being able to actually move together and to -- in a collaborative manner and sometimes in a very expeditious manner to address very complicated issues is something that I think this committee of the board should take advantage of. So again, I thank you for that comment. >>DENNIS JENNINGS: Questions? Please. >>MICHAEL PALAGE: Thank you, Dennis. Peter, you know as well, I'm one of the people that also read those MoUs very carefully. My question is as -- if, in fact, ICANN does go down this path, will these MoUs be shared with the community prior to execution or will we only find out after the fact? >>PETER DENGATE THRUSH: I'm not sure which path it is that you're talking about. If we go down which path? >>MICHAEL PALAGE: Executing MoUs. The MoUs that have been executed to date, you may recall I asked for them to be posted. Sometimes they've been a little delayed. So will the community find out we've executed this, or will this be more along the lines of, shall we say, some of the registry agreements where this is the agreement we're proposing and will the -- will the community be able to comment on these arrangements or MoUs? >>PETER DENGATE THRUSH: Sorry. So you mean if we continue going down the path we're already on. I thought you were suggesting we might be about to go down another path. If we continue doing what we're doing, will there be an opportunity for public comment on the MoUs? >>MICHAEL PALAGE: Prior to execution. >>PETER DENGATE THRUSH: Prior to execution? I don't know. I think that's an interesting suggestion. Why don't you leave it to the committee to include that. We -- one of the things we are going to do is look at the conditions of MoUs. What are we trying to revisit, what are we trying to achieve, who should we have them with, how do we know whether they're successful. I'm quite happy, and I'd just ask Rod to note to include that, staff to include that. That's a very good question in terms of process for MoUs. Thanks, Mike. >>MICHAEL PALAGE: Thank you. >>DENNIS JENNINGS: Seeing no other questioners, I believe we've come to the end of the reports of the committees to our community. You can see that our committees are working very hard for you and doing work for the board. The board is working very hard for you. But I'd like you to show the wild enthusiasm that you showed to the opening, to show appreciation for the staff support for all this work of the committees. Thank you. [ Applause ] >>DENNIS JENNINGS: This session is closed.