ICANN Nairobi
Board Committee Reports
Friday, 12 March 2010


>> Ladies and gentlemen, if you please take your seats, we'd like to
get started very shortly with the board committee reports.  Please
take your seats.

Thank you.

Ladies and gentlemen, please take your seats.  We'd like to begin our
board Audit Committee reports.  And I would like to introduce chairman
of the ICANN board, Peter Dengate Thrush.

>>PETER DENGATE THRUSH:   Good morning, ladies and gentlemen.  And
thank you for coming at an early hour to see one of the very important
but often unsung aspects of ICANN work.

This is the reporting to the community by the ICANN board committee
chairs.

There are a number of committees that are on the board.  This is a
great deal of work that goes into ICANN's sort of policies and
practice development and administration.  And it's very important that
you know what's going on and you have the opportunity to ask
questions.  Much of this work is unsung.  These chairmen don't seek
any remuneration or glory for their work.  And we report at each
meeting what's happened since the last one.

Each committee has posted a report in anticipation of this session so
that the material has been out.  We don't want to take a lot of time
going through the reports.  They're all there for you.

And if we can go back to the first slide, I will ask Steve Crocker to
report on behalf of Audit Committee chair Rita Rodin Johnston, who has
been unable to attend the meeting here in Nairobi.

Steve, the Audit Committee report.

>>STEVE CROCKER:   Thank you.  It's a pleasure to report on behalf of
Rita Rodin Johnston, who apologizes that she cannot be here at the
meeting.

The Audit Committee is responsible for overseeing ICANN's financial
controls.

The committee's been very busy since Seoul, including two
intersessional meetings.  Here are some of the highlights for this
period.

We engaged an independent auditor for the FY10 financial statements
after carefully monitoring regulations and best practices for auditor
rotation.  In concert with the Board Finance Committee, the audit
committee oversaw the development of ICANN's cost accounting
guidelines.  Such guidelines are now posted on the Web site, and
community feedback is welcome.

The purpose of these guidelines is to ensure that the methodologies
used to prepare cost accounting reports are open and transparent.
These guidelines are developed to create transparency in accounting
for the new gTLD program, but were expanded to cover all aspects of
ICANN's cost accounting.

Also in concert with the Finance Committee, the Audit Committee
oversaw the development of ICANN's procurement guidelines.  These are
also posted on the Web site and open for community feedback.

We continued to work on best practices for audit committees.  We want
to make sure that we cover all possible best practices of other audit
committees, and have a detailed plan to accomplish them.  We will
complete the planning work by the Brussels meeting.

We're working on establishing an internal audit function at ICANN.  We
believe that this will further increase institutional confidence in
ICANN.  And we plan to have this function set up and functional for
the fiscal 2011 year.  We received reports from staff on various
compliance matters to help ensure that ICANN is fully compliant with
all financial laws and regulations.  And the Audit Committee also
established its annual project plan, which will include a report on
management of internal controls at ICANN.

Thank you very much.

>>PETER DENGATE THRUSH:   Thank you, Steve.  I wonder if you could
stay in case there are any questions.  Any questions from the floor or
from the rest of the board about the activities of the Audit Committee
since their last report?

I see none.

Thank you, Steve.

>>STEVE CROCKER:   Thank you.

>>PETER DENGATE THRUSH:   And thank you, Rita, for your work in
preparing that.

Can we come to the next one.  These are done alphabetically, rather
than any sense of priority.

Let me introduce Dennis Jennings, who's the chairman of the Board
Governance Committee.

Dennis.

>>DENNIS JENNINGS:   Good morning.  And thank you, Peter.

The Board Governance Committee is responsible for the internal
processes and ensuring that the -- your board works effectively and
efficiently.  The members are as listed on the slide up there.

And I have the honor to chair it.

If you would go to the next slide.

Now, we created and formalized the -- one of the things we've done
since Seoul -- I'm sorry, in the last year, is create and formalize
the processes for the board input into the slate for the board chair
and vice chair.  So we've actually formalized that process quite
rigorously so that the process is documented, and the selection of the
board chair and vice chair comes out of that process.

We presented the slate, the list for board committees and the board
leadership.  And that was approved at the AGM in Seoul, as you may
remember.  Excuse me for a minute.  I left my glasses on the table and
I'm having great difficulty reading that.

My apologies.  As you get older, you need more than one pair of
glasses, and neither works terribly well in various situations.  My
apologies for that.

The Board Governance Committee looks after terms of reference, both
for our own committees, and for working groups, and for other
committees.  And one of the things that we were asked to do when the
board/GAC joint working group was established by the board was
establish the terms of reference for that, which we, of course, did.

And an issue that's been around for a long time that, as we saw during
the meeting, there's a lot of support from at least some of the
community, is the -- addressing the question of the remuneration of
the chair and the board.  So we have looked at that.  And we've
recommended to the board that we consider this in more detail.  And
the board has approved that recommendation.

Next slide.

As I said, we look after how the board operates, the committee
operates.  We've developed over the last year standard operating
procedures, often known as SOPs, for the various aspects of the
committee work, in particular, the transition from one committee to
the next committee, and for the ongoing committee work, so things
aren't lost as a new committee is -- comes in place at the AGM, and
perhaps the chair changes as well.

One of the things that the Board Governance Committee has been very
keen on over the last couple of years is developing a work plan not
only for its own work, but for all the committees.  And this model
will -- we will be -- will be adopted in due course by the board.  So
we actually lay out a work plan so that we can plan our work and do
things in a measured but reasonably effective way.  So we've -- we
keep updating our committee and the calendar of work.

As you know, the board members come from a wide variety of backgrounds
and experiences.  And one of the things that we've put in place, just
put in place, and you'll see a resolution to more formally develop
this, is an induction program and a training program for the board
members and for succession for the board and committee leadership.
And as I've mentioned before, we've developed processes for working
groups.

Next slide.

We're continuing discussion for the formalization of the processes for
board to staff and board-community communications to make sure that
communications don't fall into a black hole, that they are properly
addressed, they're routed appropriately by the community and properly
handled by ICANN.  Nothing gets lost in the -- in the bit bucket.

Developed a -- we're beginning the development of an Executive
Committee charter formalizing that.

The Executive Committee does very, very little, but it's necessary to
be there in case it needs to do things because the board isn't
available.  So it's a sort of emergency committee to do work on behalf
of the board in very selected circumstances.

We review our charters, and we're introducing the idea of self-review
of the committees, including the BGC itself.  And we've begun drafting
a list of the required software, or, more accurately, the required set
of applications that board members must have in order to participate
in the work of the board.

And we've begun discussing the rules about board travel to events
other than ICANN meetings.

And I think that may be it.

Is there -- no, it is, that's it.

Thank you very much, indeed.

>>PETER DENGATE THRUSH:   Thank you, Dennis.  Are there any questions
for Dennis as chair of the BGC?  Marilyn.

>>MARILYN CADE:   Thank you.  My name is Marilyn Cade.  I'm the chair
of the business constituency, but I am speaking in my personal
capacity in that role.

I have a couple of questions and a comment.

First of all, I would like to thank you for the work that you're
doing.  And I'd like to applaud the progress you've made on
considering remuneration for the board chair, but to say to you and to
call on you to accelerate the consideration of establishing at least a
fund that allows other board members to be able to actively
participate in community-oriented events or where they feel it
appropriate, to be able to use that funding for compensation or -- I
know I'm using the wrong term here -- but for their time.

It is not possible for us as a community to have the support we need
from our board today or in the future if we do not provide proper
support.

We make such huge demands on the board, and we plan to continue.

So do -- I do understand some board members present do not feel they
can take that remuneration.  But I will say to you, I have heard
consistent support from the community.  So great that you're moving
ahead.  I expect to see the board compensation of the chair done
before June.  And I look forward -- and I look forward to -- I hope to
see -- how about that, Dennis?  I hope to see.

Let me go on to another point.

I notice that you're interested in considering providing support for
board members to participate in other meetings.  While I support that,
and I intend to help organize some of those meetings so that the board
members can come and participate, from the business community, I think
we need to think carefully about how we get some rational input from
the broad community to give some ideas about where that can be the
most effective so that it's not just driven from a perception that
we're going to go to particular Internet governance-oriented events,
perhaps, which are very important, and I strongly support that, but
also look at how we might be able to have board members as speakers in
some of the business events or other events that are distributed
around the world.  It makes a real difference to be able to convene
the community when we're able to offer a noted speaker such as someone
from the board or from the senior staff.

And so, finally, I'll go to my last point.

The business community understands that it's our responsibility to do
more to deepen and broaden the participation and the awareness of
business.  And we intend to work on that.  And we look forward to
making more demands on your time.

>>DENNIS JENNINGS:   Thank you, Marilyn.

Thank you for the challenge to get this done by June.  I'm making
absolutely no promises, because formal process has begun through on
the remuneration issues.  There are legal issues, governance issues,
risk issues, and so on that we need to be very careful about.  But
thank you for the support of that effort.

In terms of travel, the board is in some ways a resource to the
community.  But the board members already do far too much work.  And
managing that in a way that is effective for them and for the board
and for the community is what we're looking at.

Also, remember that the speakers for ICANN are the chief executive for
ICANN corporation and the chair for the ICANN board.  So we don't want
to --  So if a board member travels to an event and is expected to
speak, then that is something that has to be formally gone through and
considered by the chair and so on.  There's a formality here that we
want to be careful about to make sure that it's clear that no board
member is speaking in an ad hoc fashion for ICANN, the corporation, or
the community.

And your third point has escaped me.  But -- and it was probably the
most important.

>>MARILYN CADE:   Dennis, let me respond, if I might.

I understand your point about speaking for ICANN.  It's a delicate
balance as well for someone who is in an elected position from a
membership organization.

But I'm also very aware that each of the board members in and of
themselves have an identity in the activities and the larger ecosystem
that surrounds ICANN.  And sometimes it is good to be there as a
presence when one is not so much speaking with a formal agenda, but
one is able to just speak about the -- their own activities.

So, you know, I think this is something that can be worked out.  We
certainly understand, because we develop formal positions.  And when
our members are allowed to speak on behalf of the constituency, they
must stick to the script.  So we certainly understand the challenge.

>>DENNIS JENNINGS:   And your third point you want me to respond to?
No.  Fine.

Any other questions.

>>PETER DENGATE THRUSH:   Dennis, one from over this corner.  You
might like to report on the other thing that we did last year and
which we're going to do again this year, which is the board self-
evaluation and the publication soon, I hope, of the results of last
year's self-evaluation.

>>DENNIS JENNINGS:   Indeed.  Thank you, Peter.

A very important part of good practice in modern boards is to do a
self-review, a self-evaluation of the chair, of the whole board, and
of individual board members.

The Board Governance Committee last year began to explore this.  And
during the year, we actually did the first of those.  We did an
evaluation of the whole board and an evaluation of the chair.  We
didn't move on to evaluation of individual board members.  And that
remains something that we may get to in the future.

We hope to do this annually.  And as Peter said, we hope to publish
the results of the two reviews we've done.  But we will redact
individual personal comments, because that would not be appropriate.
So we'd hope to get that out within the next month or so.

This is a really important part of modern excellent boards to do this
sort of self-review and to act on it.

Thank you, Peter.

>>PETER DENGATE THRUSH:   Thank you, Dennis.

And no further questions?  In which case I'll say thank you very much,
Dennis.  Thank you for the work the BGC does.

There are no reports from the next two committees.  The compensation
committee meets and works, but the subject matter of that is the
senior executive salaries, et cetera.  And there's nothing, really, to
report.

And the Executive Committee doesn't meet unless there's an emergency
and takes some kind of urgent action.

So that brings me to the Finance Committee.  It gives me great
pleasure to introduce the chair of that committee, Rajasekhar Ramaraj.
Ram, the Finance Committee report, please.

>>RAJASEKHAR RAMARAJ:   Thank you, Peter.

Good morning, everybody.

The Finance Committee report has been published maybe three weeks ago.
And I hope you've had a chance to read it.

But I thought I'll draw your attention to maybe three or four areas
there that may be of interest.

The first is the budget and operating plan framework.  Kevin has been
going around, meeting with different parts of the community and urging
you to please participate and give your inputs.  The budget comes up
forward at the Brussels meeting.  And we are hoping to have your
inputs by then.

This is the time to look at activities, priorities, and see whether
what you need is actually there in the budget and in the operating
plan.

Coming to FY10, FY10 budget, when we presented it about a year ago, we
did mention that we would like to do a midyear review.  But there have
been some pressures.  But the good news is that, based on current
trends, it looks like the budget will end on a positive note, that
there would be some contributions to the reserve fund, and that staff
have moved very quickly to contain costs and take adequate steps.  So
while the board has requested to release the contingency funds that
were planned, and that would get used, with the cost containment
exercise that is ongoing, we think that the budget -- that the plan
would be ending on a positive note.  So that's the good news, that
there would be some contribution, hopefully, to the reserve fund this
year, too.

Steve Crocker mentioned that staff have worked closely with both the
audit and finance committees to draw up two documents, the procurement
plan and the cost accounting.  Both these, I think, will be of great
value in increasing transparency and accountability, and the Finance
Committee at the May retreat is looking at seeing how we could enhance
reporting to the community.

Substantial progress has been made these last couple of years in terms
of better reporting functional expense area group, but I think there
is ongoing work.  And based on community feedback, we're going to
spend more time at the May retreat to come up with some more
enhancements.

On the reserve fund, we have contributed $44 million so far to the
reserve fund.  And that is now doing well, and at last count, was
somewhere between 45 and 46 million.  So the fund is doing well, too.

So, overall, FY10 will be positive, and I urge you to contribute to
making FY11 plan for meaningful and participative.

So thank you.

>>PETER DENGATE THRUSH:   Thank you, Ram.  Questions?  Marilyn.  Thank
you.

>>MARILYN CADE:   So I -- perhaps I should open my comments about
explaining why it's me at the mike, since I understand that there's
been some social networking comments about the frequency of people
going to the microphone.

The reason that we see the same people at the microphone -- my name is
Marilyn Cade.  I'm the chair of the B. C.  The reason we see the same
people at the microphone in some cases is because we work within our
communities to develop an understanding of issues.  And sometimes we
assign understanding a particular issue, we sort of delegate work to
different groups.

So the issue of commenting on the operating plan and the budget is
something that I've been doing for some time informally.  And I'm
bringing an appreciative voice, if I might, Ram, to the board and to
the staff for undertaking the balanced work that was needed to ensure
that there was the funding necessary to ensure that this meeting went
forward.  So I would want to just say how much we all appreciate -- we
knew that was extra work for you, and we appreciate the fact that you
did it and that -- and we understand that it has had some other
implications.

Looking ahead, I understand that there are stresses on the budget for
the year ahead and that there are some prioritization decisions yet to
be made.  We're particularly interested in seeing that there continues
to be a focus on ensuring that there's adequate funding for
enforcement and compliance.  And I understand I need to respond with a
clear statement about what I meant earlier in the week when I made
that statement.

We're very satisfied with the work of the compliance group.  However,
we also understand, because we know a great deal about the fraud and
abuse in the present utilization of domain names, that there's going
to be higher demand on that team in the future as we introduce IDNs
and we also introduce further new gTLDs.  So I wanted to just offer
that clarification and say that we think that work is very important
and we also think that the work that you're planning to support
further participation in the community is also very important.

Thank you.

>>RAJASEKHAR RAMARAJ:   Thank you, Marilyn.

In the framework, one suggestion that has been put, as indicated, is
that there is an increased emphasis on the compliance portion.  But if
there is some specific area that we need to focus on that input, this
is the time.

So thank you.

>>PETER DENGATE THRUSH:   Thank you, Marilyn.

Thank you, Ram.  Any further questions about the activities of the
Finance Committee?

Thank you, Ram.

And I call upon Harald Alvestrand, then, to give us the report of the
IANA Committee.

[ Applause ]

>>HARALD ALVESTRAND:   Good morning.

So the board IANA Committee is charged with oversight on the work of
the IANA, which is really at the heart of what ICANN does.

Next slide, please.

You can read all this stuff.

And we had settled down to a system of actually monthly meetings,
which is very frequent meetings for a board committee.  But IANA is
doing some fantastic work, and we feel that in order for the board
committee members to have full insight in the work, we really need
this.

So our schedule is second Tuesday of each month.  And once we figure
that it's not so exciting anymore, we'll probably meet fewer times.

Next slide, please.

So we did -- the work we've done since Seoul, develop a work plan,
reviewed what IANA does.  Remember, board committees do not control.
They oversee.

The live disaster recovery exercise, the root zone management rewrite
that is in progress, DNSSEC.  I mean, this is possibly the most
important change we're making to the DNS this year.  And it's been
going fantastically well for such a deep project.  And, by the way,
today, icann.org is signed using the infrastructure, resilient and
redundant infrastructure that we designed for the root signing.

So if you know about DNSSEC, if you can do something with DNSSEC, go
to IANA -- icann.org, and see.  Because now it's live.

[ Applause ]

>>HARALD ALVESTRAND:  We also discussed the IANA contracts and how
we're going to do about making sure the right thing happens there and
the role of committee and possibly offloading some items often the
board plate in reviewing delegation requests.

That is, I believe, the end of the report.

Questions?

I see no questions.

>>PETER DENGATE THRUSH:   Thank you.  You don't have a question of the
--

>>MARILYN CADE:   I would just go to the microphone and say excellent
job.

>>HARALD ALVESTRAND:   Thank you.

>>PETER DENGATE THRUSH:   Other questions of the IANA Committee?
Thank you.

[ Applause ]

>>PETER DENGATE THRUSH:   The next committee on the list
alphabetically is the Public Participation Committee, ably chaired by
Jean-Jacques Subrenat.  So welcome, Jean-Jacques, to the podium, and
ask him to give the report from the PPC.

>>JEAN-JACQUES SUBRENAT:   Thank you, Chairman.

This is an experiment.  We've heard so much about multitasking, I was
told that the ICANN community, not myself, but the rest of the ICANN
community, is capable of multitasking.  Let's see if that happens.

So whilst you see these slides, what I say will not necessarily be
exactly what you're reading on the screen.  Let's see if it works.

Well, I think that the one thing I want to underline is that we have
set up for public participation an objective for at least the next one
year or two years.  And there are four main projects in this work
plan.  I'll just read them out to you.

It is the holistic review of public participation processes.  It is
also meetings for the next decade.  And I'd like to point out that
under this chapter, we have started work on reviewing the process
which leads to the selection of venues for ICANN international
meetings.

Third is the distance communication tool kit and systems, because we
believe that whereas it's not at all, of course, the duty or in the
possibility of ICANN to develop such tools, we must really vet them
and bring to the attention and put at the disposal of the community
the best systems available.

Here, I would like to point out once again that our chairman, when he
proposed the setting up of this Public Participation Committee, stated
right from the start his ambition that as far as public participation
is concerned, ICANN should become a world leader.  It will be up to
you to tell us what is lacking on the way, because our ambition is
really to get there.

And the fourth item or area of main work is the comprehensive outreach
and engagement strategy.

Perhaps we can change the slide, just for the sake of diversity.  No.
That's a bit too early.  Sorry.

Now, whilst you take note of what's on the screen, I'd like to give
you my own take of what do I go away with from Nairobi.

From the public participation perspective, of course.

First of all, I think that we have placed a strong emphasis this time
on developing countries, people from or in developing countries.  Also
on remote participation tools.  I think you noticed that, especially
during the public forum, this was used extensively.  And from what I
was told, including by people who are not in Nairobi, is that it
worked rather well.

At the same time, Rob Hoggarth, who is managing this part of our
meeting, of the public forum, told me that at one given point, there
were 60 something or maybe 70 remote participants.  But, he added,
about 30 of them were in this hall.

So there's nothing wrong with that, of course.  I simply want to point
out that we still have an effort to do to engage people who are not
the usual crowd.

The purpose, of course, of public participation is not about numbers.
It's not just to have more people.  There is a purpose.  It is to get
people who are really interested in this to be engaged more naturally
in the policy development process.  But all the same, I think that in
order to reach this objective, we have to do a couple of things.  One
is certainly to advertise upstream of an event in the countries we're
aiming at directly.  For instance, by press statements, by radio,
online, et cetera.

The second thing is that we have to engage more with the local
communities well in advance of any ICANN event.

And, finally -- and this is no less important -- I am very much keen
to listen to the advice of all the stakeholders of ICANN, including on
public participation.

Thank you.  Any questions or comments?

>> Yes, it's Chris (saying name) from (saying name).  Just to say
thank you and underline that the public participation and outreach,
which I think is so important we got the message across, you might
have noticed I was just chuckling a second ago, just had an e-mail
back from a supplier.  I sent out some photographs of this meeting,
and I sent it to my contacts list.  And somebody's come back and said,
"What exactly does ICANN have to do with the Internet?  Why are you in
Nairobi?  Are you there to help the animals?"

So we've still got to get the message across.

>>JEAN-JACQUES SUBRENAT:   Point taken.  I hope to visit a zoo
tomorrow.  But I don't know if they're yet interested in the Internet.

Marilyn.

>>MARILYN CADE:   Thank you, Jean-Jacques.

Marilyn Cade from the business community.

I'd like to congratulate ICANN on the significant progress you've made
on your commitment to be world class in the leadership of outreach and
of remote participation.  I think this is a very important goal.  And
I think it's something that all of us need to embrace.

During the meeting, we were very fortunate to have a member of our
business constituency who is a local business leader here in Nairobi
in Kenya, actually, and is the regional vice chair of WITSA, the World
I.T. Services Alliance.  And he organized for us an event on Sunday
night where we were able to meet with the business community.

Several of the board came along to join us for the reception.  And we
thank you for that.  It made a significant impression.

We were able because of this event to then continue to have our --
some of the folks who came there to continue to come to the ICANN
meeting.  We were able to sit down with them, explain the agenda, help
them pick out the meetings that would be particularly interesting and
relevant to them.  I think this is exactly the kind of synergistic
work that we need to do in participation.  And I hope to start what I
call leadup meetings, where we in the business community will hold a
meeting in a couple of regions about 30 to 40 days before each ICANN
meeting to meet with the key association leaders and get the word out
through their members.

So, you know, public participation, I must say that I think of this
not so much as public participation, but as enhancing and
strengthening the participation in ICANN.  Same words, same message.
But I want to thank you for your work on that.

>>JEAN-JACQUES SUBRENAT:   Thank you very much, Marilyn.

Ron.

>>RON ANDRUFF:   Jean-Jacques and all of the members of the board.  I
wanted to comment not so much on the fact that we're now more online
and we can participate in meetings that may be happening in other
rooms or around the world, but as much about the participation in the
room.

The introduction of the three-minute clock has been a phenomenal
success, in my view, and I think for many in the community, because
now we have an opportunity to force people to succinctly get a message
across in a very tight time frame.

Yesterday we had three-minute slots and then the chair took it back to
two at one point to make sure more people could speak.  And, in fact,
when it went back to two minutes, it was even more effective.  So I
think it's a tremendous step forward for us all.  I think a lot of
people have things to say.  Marilyn mentioned earlier, a lot of usual
suspects, myself included, find their way to the microphone from time
to time.  But the idea of having this clock and making sure everybody
abides by it, there was a comment by our good friend, Katim, saying
perhaps there could be a larger slot or more time given to certain
organizations.  I think the egality of all of it, the equality of
having a two-minute slot for people to succinctly state what they have
to say is phenomenal.  And with 30 seconds on my two minutes, I'll sit
down.

>>JEAN-JACQUES SUBRENAT:   Thank you, Ron Andruff, representative of
the Swiss watch organization.

No, I want to point out that that's a joke.

>>PETER DENGATE THRUSH:   Jean-Jacques, I wonder if I could just
comment on that.

Thank you for that feedback, Ron.  That's very helpful.

The thing that troubles me about that -- and this isn't a new idea.
The very first meetings of ICANN, when we had a lot of very angry
people, sometimes there were one-minute clocks.  Even that, still a
line stretched right outside the room.

The thing that worries me about a two- or three-minute clock is the
burden that poses on the non-native English speakers.  And I can't
think of a suitable way of, first of all, assessing someone and making
the discretion as to whether they get two or three or four.  That's
just to let you know that I am aware of that.  But I think it's just
part of the burden of coming to an ICANN meeting where the business is
conducted in English.

>>RON ANDRUFF:   I agree, Chair.  And I think that you -- the reason I
came back is because we've had this -- ever since the scribes have
been involved with this the last four or five years, it's been
excellent.  Because when people have spoken in their native language,
others of us have been able to watch it on the screen.  The one thing
we might want to review is whether or not we need to have our
transcribers, or actually people writing here and the translation.
That's -- maybe that would help solve that problem.  Thank you.

>>JEAN-JACQUES SUBRENAT:   Rob, can you confirm that at this stage,
there are no questions on public participation?

Thank you.  Thank you.

>>PETER DENGATE THRUSH:   Thank you, Jean-Jacques.

[ Applause ]

>>PETER DENGATE THRUSH:   Which brings me to another committee doing
excellent work in the background.  And not a lot of this work can be
given in detail, for reasons that I think Bruce will go into.  Bruce
is the chairman of the Risk Committee.

Bruce.

>>BRUCE TONKIN:   Thank you, Peter.  I'm going to attempt to read
these slides from a distance.  The next slide.

Okay.  I think perhaps one of the first things to notice in the Risk
Committee is the coverage of its members.  We have members from the
Security and Stability Committee that have expertise in DNS and I.P.
address can go.  A member from the root servers advisory committee.
We also have representatives -- or not representatives, but people
with expertise in gTLDs and ccTLDs, and also a breadth of commercial
experience.

So it's a well-balanced committee that really has deep understanding
of both the technical things that ICANN manages, a lot of the stuff
that's behind the scenes, like how ICANN manages things like its L
root and DNSSEC implementation, as well as people that understand some
of the more legal and commercial risks that ICANN can be faced with.

Next slide.  The Risk Committee is meeting mostly face to face.  So
the last, we met in -- earlier this year, in January, by
teleconference.  Then we met face to face at this meeting.

One of the things we're doing is going through a program where we look
at the major activities in the organization and do a bit of a deep
dive into some of those risks.  And when we do that, we look at both
-- we tend to have for something like new gTLDs, we might identify,
say, ten major risks.  And then for each of those risks, the staff
identify what are they going to do to mitigate against that risk.

So in January this year, we had a presentation on new gTLDs.  And I've
also asked the staff to put that in a form that can be shared publicly
so that the community has an opportunity to see some of the risks that
the organization is considering and also be able to contribute if
there's any risks that the community is concerned that ICANN perhaps
is not taking into account.

And the other thing that we're refining within the organization is --
is the enterprise risk management approach, which is common in larger
organizations where it's a fairly formal methodology that you get the
executive staff of the company as a whole together, and you identify
what the executives as a whole believe are major risks and how they're
mitigating against those.  And then it's also a culture that goes down
into the individual managers of their sections to be able to
consciously, at the beginning of a project, identify what the risks
will be in achieving that project and how they're going to mitigate
those.

And the Risk Committee is really not doing any direct work.  The work
is being done by the staff.  But we're just providing a bit of
guidance and identifying perhaps the risks that they may not have
thought of.

Next slide.

So this slide just identifies the approach, looking at a one- and
three-year time frame.

One of the things that the staff have really initiated themselves is
their forming a risk oversight management team that would be chaired
by the CEO.  And that team would be able to meet on an ad hoc basis.
So if a major risk, let's say we had some sort of new attack that was
identified on our DNS or our registry or even our registrars, that
committee could meet with the senior executives of ICANN and then make
any recommendations to the board on any actions that need to be taken.

Next slide.  (Static on the line).

>>BRUCE TONKIN:   We seem to be dropping in and out of the audio.

As I said earlier this year in January, we had looked at new gTLDs and
also some of the business continuity work.  There's a lot of work
that's been put in in the last six months, particularly with the new
CEO, Rod Beckstrom, in improving business continuity.  And there was
actually a test run fairly recently where the -- a test was assuming
that one of the offices, Marina Del Rey, was out of action for some
reason, that they could perform the functions of IANA from a different
location.

And that -- that was a test that was done with notice and with
planning.  And then the next step, of course, is to run a test without
telling anybody it's going to happen, so they'd have to get up in the
middle of the night and just react to the situation as it unfolds.

So we're trying to build the skill up in staff on being able to run
functions from a different location and also how they can handle those
things when they don't know that an issue is going to occur.

At this particular meeting we delved into DNSSEC in some detail.  One
of the things with DNSSEC, it's a pretty technical area, and the staff
have done an excellent job in identifying the risks associated with
the rollout of DNSSEC and how ICANN manages its business processes for
that.

One of the things we're doing there as a starting point is the systems
and processes that we have put in place for managing the keys and
managing our processes within ICANN, we're going to get them
externally audited.  And the particular audit that we have chosen is
called SysTrust as an independent industry audit.  And you will see
more of that and it's part of some of the things we are looking at
with the Affirmation of Commitments in that we want to be able to
ensure that ICANN can hold itself accountable at world's best practice
and we can be independently audited and we can provide those results
to the review teams that forms part of the Affirmation of Commitments.

So it's not just us saying we think we have done a good job but we
have actually been formally audited by a professional body to show
that our processes are best practice.  And we will gradually be
putting that approach through a number of other critical business
processes within ICANN.

The other topic that we reviewed at this meeting was IDNs, as well.

So what I hope to do, and as Peter said, sometime, some of the risks
are a little sensitive and we don't want to indicate where some of the
methods of attack may be, but we will try and share as much as we can
publicly with some of the risks that we're monitoring.  May not
necessarily give you all the information on the mitigation approaches.

I'm not sure if there's another slide.  If there's any other slide, I
will comment on that.

Next slide.

We're done; great.

Okay.

The other thing that we're looking at is we have identified about ten
risk factors for the organization as a whole as part of enterprise
risk management.  We met on those again this week.  And one of the
things we did this week is try to align those risk factors with what
we are doing in the strategic plan and the Affirmation of Commitments.
And we will share those ten risk factors with the community at a high
level so you will at least be able to identify how we're managing risk
in each of the major activities of the organization, and we'll welcome
any feedback on both those risks and any other risks that you believe
we should take into account.

So I'll leave it at that.

Thank you, Mr. Chairman.

>>PETER DENGATE THRUSH:   Thank you, Bruce R there questions of the
chair of the board Risk Committee?

If not, we will come to the last of the board committee reports.

Thank you, Bruce.

[ Applause ]

>>PETER DENGATE THRUSH:   This is the Structural Improvements
Committee which is formed out of the Board Governance Committee to
take care of the continuing requirement for reviews of ICANN, of the
structures, chaired by Ray Plzak.  Ray, the report from the SIC.

>>RAY PLZAK:   Thank you, Peter.

I guess I direct the slides here.

Okay.

Here we are.  These are the members who we are.

We are supported -- our primary support staff is Marco.

Next slide.

Okay.  This timeline represents our current status, and the bar going
across is the stages or phases of a review.

The committee is responsible for the oversight of the work of the
independent reviewer and the working groups that are associated with
each particular review.

We're also responsible for identifying those implementation actions
which require board action.  And lastly, we are responsible to monitor
the progress of the implementation of recommendations.

So as you can see, we have two items that are in the terms of
reference preparatory area, and that's the ASO and the TLG.

The significant one, moving forward, I think this week is the fact
that the RSSAC review, which has been a little bit slowed down,
appears to have picked up activity, is going to move forward.

We have three working groups -- the board, the NomCom and SSAC --
which have basically completed their work.

There's a resolution this morning to close out those committees and to
move forward into implementation.  And then lastly, there are two
reviews that are in the implementation phase, that of the ALAC and the
GNSO.

And what we have done so far is receive reports and we monitor these
efforts, and we have begun a dialogue with the BGC with regard to some
of the governance issues that may be a result of these activities.

And so -- Next slide.

What we plan on doing to be table to report back to you when we next
meet in Brussels is that the implementation progress, if you will, of
the three groups that we review -- working groups we have closed out,
hopefully be able to move the ALAC and GNSO much further down the path
so we can actually, at some point in time, get them into the area
where we can begin to assess the effects of the work.

Hopefully, we will be able to bring the RSSAC review to a close.  And
hopefully, we'll be able to move the ccNSO review along a little bit
further.

You will see a -- hopefully, some beginning of work in the TLG, and we
are looking at doing reviewer selection in terms of the ASO.

So that's where we are.  And with that, I would say asante.  And so I
will entertain questions and I would be sorely disappointed, Marilyn,
if I didn't hear from you as long as I have known you.

>>MARILYN CADE:   Thank you.  My name is Marilyn Cade.

My question has to do with the timeline you presented, and at what
point you would expect to, or should I look elsewhere, to see the
incorporation of the Affirmation of Commitment reviews.

Will they be appearing in that same timeline in the future?

>>RAY PLZAK:   This committee has nothing to do with the Affirmation
of Commitment reviews.

We are charged with the, if you will, the organizational structure
reviews; okay?

So there are two people associated with that, and so I would direct
any further comments to one of them who is sitting on the stage, and
that's Peter.

>>MARILYN CADE:   I'm happy to do that and let me explain my question.

From the community's point of view, we need to be able to, at a
glance, understand the work that we are all doing.

So I understand why it's not in your timeline, but what I am
interested in, Chair, is just making the point and then hearing your
response about how we're going to be able to, ourselves, as the
community, kind of broadly understand these parallel review work
processes.

>>PETER DENGATE THRUSH:   Yes, the affirmation reviews are quite
distinct from the bylaw reviews.  That's the terminology we use in-
house, if you like.

So Ray has been reporting on the bylaw reviews that are required.

We are working on how to set up the structure to manage the
affirmation reviews, and we are struggling a little bit under time,
and there are several tracks for that.  One is the selection of the
members.  The other is to trying to get the community to help us set
the terms of reference.  The other one is for staff and committee
support.

Rod has made the position on behalf of the staff -- and let me
paraphrase -- Rod, you can correct -- they are perfectly delighted to
do all the support that's necessary for that work but very concerned
that the independence of the process not be compromised.

So we are trying to work out how the staffing of this should occur.
And on the other hand, there's a suggestion that the committees
themselves, the review teams once they are formed should have a role
in discussing that support.

So we haven't -- It's work in progress.

>>ROB HOGGARTH:  Peter, we have a question from the remote
participation.

>>MARILYN CADE:   Can I just finish my follow-up, if you don't mind?

>>PETER DENGATE THRUSH:   Nancy, we will come to that, thank you.

Marilyn.

>>MARILYN CADE:   I am going to offer a personal response to the last
point you just made.

>>PETER DENGATE THRUSH:   Can I suggest we do it at a different time?
Let's finish with the SIC report and take any further question.

>>MARILYN CADE:   Sure.

>>PETER DENGATE THRUSH:   It's a topic I am delighted to talk about
but this is not the right place or time.

Are there other questions for Ray about the bylaw reviews, about the
restructuring of any of the entities or its recommendations?

>>MARILYN CADE:   Actually, only one, Ray, and that is I am looking
forward, as a business community member, as I'm sure all of you are,
to our beginning to close down some of the present work on structural
improvements so that we can then reinvest the time and work in the
next stage.

And I should have paid closer attention, but it's sounding like we are
in the stage in some cases of learning a lot from the review processes
that we have been doing, and then feeding that learning into getting
ready for the next stage of the board review -- of the overall
structural improvements work.

Is that right?

>>RAY PLZAK:   Marilyn, I just love that nice softball question.

Yes.  In fact, we have already begun some discussion as far as looking
at lessons learned from what we have done and how we have done it from
a process point of view, in looking at what we can do to implement
into the next round of reviews.

And I can guarantee you they won't be the same as they were last time.
That they will be better.

>>MARILYN CADE:   Thank you.

>>RAY PLZAK:   Peter, I believe you had a remote participation
question.

>>PETER DENGATE THRUSH:   Let's go to the remote participation.
Thanks.

>> Thank you, Mr. Chair.  Ray, it doesn't refer to the SIC.  It was
one that has been asked about the PPC.  Would you like me to read it
now?

>>PETER DENGATE THRUSH:   So this is the Public Participation
Committee?

>> Correct.

>>PETER DENGATE THRUSH:   I'm sure Jean-Jacques will be able to
respond to that if a question comes in.  Yes, please.

>> Great, it's just a statement but it's from Jothan Frakes who
apologizes but the chat was a little slow.

He says, this translates into almost if not more than a year of time
invested before having an opportunity to productively interact with
ICANN and participate in the bottom-up process that is available.

I appreciate that the board has taken such effort and focus at public
participation.

I think that we, the community and participants, can bolster those
efforts.

I'd like to propose that we begin some form of a mentoring program
that can help newcomers ramp up more effectively.

>>PETER DENGATE THRUSH:   Jean-Jacques, would you like to respond?

>>JEAN-JACQUES SUBRENAT:   Thank you, Peter.  Yes.  That's the kind of
thing we are engaging in on the Public Participation Committee, but
I'd like to thank Jonathan Frakes for his remarks and will get back to
him.

Thanks.

>>PETER DENGATE THRUSH:   Well, Ray, you have had the interesting
position of having two questions, none of which were about your
report.  But thank you for your report.

If there are no more questions, let's thank the chair of the SIC.

Thank you, Ray.

[ Applause ]

>>PETER DENGATE THRUSH:   I would like to close this section by
mentioning the staff support for these committees which has been
absolutely excellent.  It is largely led and coordinated by Diane
Schroeder, who has obviously had enormous experience at ICANN.  This
is a new role, I think 18 months for Diane, and the expertise and the
enthusiasm she brings to this is really showing itself in the
productivity and output from these board committees.  So well done and
thank you for that.

In general, I can confirm to you that the work of the board committees
is far improved over what it was historically.  The structure of the
committees, I say with all respect, is much more focused now on the
work that the board does.

We have, for example, consolidated two previous committees, the
conflict-of-interest committee and the reconsideration committee, into
the Board Governance Committee.  And we are other committees that we
have set up as you have seen focusing on the key activities of ICANN
and that's now working very well.

The board is driving real work through and via these committees.  It's
also providing an excellent opportunity to develop board and other
work leadership skills.  There's a real development in the individuals
concerned working on these committees, and I think you are in good
hands and really, as I say, that the output is coming to be at a very
high level.

So let me take the opportunity finally of thanking all the committee
chairs for the extraordinary amount of work that you put in on top of
the other board load that you carry.  Chairing these groups is an
additional large, substantive burden, so my thanks on behalf of the
community and myself to you all for that work.

Thanks very much.

[ Applause ]

>>PETER DENGATE THRUSH:   That closes this session, and we move to the
next session which is to have reports from the Supporting Organization
and Advisory Committee chairs.  So if I could ask the board committee
chairs to step down and the S.O. and AC chairs to step up, we will
move into the next phase.

Thank you.