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Board Committee Reports
Friday, 24 June 2011
ICANN Meeting - Singapore


>> Ladies and gentlemen, if you would kindly find your seats, we're
about to begin the ICANN board committee reports.  And please welcome
ICANN chair, board of directors, Peter Dengate Thrush.

>>PETER DENGATE THRUSH:  Thank you, Nancy and good morning, all of
those who have come at this wonderfully early hour.

This has to be, I think, my favorite time of the week.  We've just had
a late-night session finishing work and we do this, so my instructions
to the incoming chair would be to have a careful look at this piece of
the agenda.

Can we -- okay.  So this is the session at which the hard-working
committees of the board get to report on their activities to the
community.  The committees themselves are up on the screen.  Next.
Next slide, please.

And when I say "next slide, please," I mean next slide, please.

[ Laughter ]

>>PETER DENGATE THRUSH:  Thank you.  Okay.  Those are the current
board committees:  An Audit Committee, a Board Governance Committee,
Compensation, Executive, Finance, Global Relationships, IANA, Public
Participation, Risk and Structural Improvements, all doing incredibly
hard work and all very important to the well-being of ICANN and the
Internet community in general.

I've asked the chairs to put together a report of activities since the
last meeting in San Francisco and I think I'll ask Ray Plzak -- we'll
work in reverse order, I think, this time, ladies and gentlemen.
We'll work backwards through this list rather than -- alphabetically,
rather than -- Ray, unless that takes you by surprise.

>> We are in the process of getting another piece of information for
J.J., so if you give just a second, we'll pull that up.

>>PETER DENGATE THRUSH:  All right.  Would you like to move to the
risk committee?

>> He can't move to anything right now.  He's trying to get somebody's
report who has requested a hard copy of it, so one second, please.

>>PETER DENGATE THRUSH:  No problems.  Thank you.

>> You want -- which one do you want up now, Peter?  We're able to do
it.

>>PETER DENGATE THRUSH:  Thanks very much, Nancy.  We're going to work
up the list from the bottom, so that if we could start with the
Structural Improvements Committee.

>> Yes, sir.

>>PETER DENGATE THRUSH:  Thank you.  So Ray, you have the floor.
Thank you.

>>RAY PLZAK:  Thank you, Peter.

While we're doing the slow fades this morning, anyway, here's who we
are.

That hasn't changed since last time.

Here's what's going on.

Across the middle of this slide, you see the track for the review
process, and as you see, most of these are in the implementation
phase.

The TLG review is still in the committee phase, to a certain extent,
because as a result of the review, the board formed a working group to
really review how ICANN gets its technical input and information.  And
so that's part of moving this review forward.

The other review, the ASO, unlike the other bylaws reviews, by virtue
of the ASO MoU, the NRO can conduct the review.  To that end, the NRO
has -- working from an input of terms of reference from ICANN has
engaged a contractor to conduct a review, and in fact, that contractor
has been here this week conducting interviews and has been very
active.

And so while the review is being performed by the NRO, it will follow
this track.

In regard to implementation, several things -- the things that are up
in the little blue box in the right-hand corner are what's going on.
We've taken care of some more bylaws changes with regard to the ALAC,
finalizing the implementation plan for the ccNSO.

The constituency process that I briefed you on the last two meetings
is now ready for approval, having gone through an extended public
comment period.  And then as part of the restructuring aspects of the
GNSO, as recommended by the review, we're working -- we will approve
charters this morning for two stakeholder groups and a constituency.

So looking ahead what we will do is continue to move things along.  We
are going to spend more time in the implementation phase of some of
these reviews so we can actually move them much further along at the
time.

Hopefully we'll have some significant progress by the time we get to
our next session in Dakar.

And also, we are going to now start working on review criteria for the
stakeholder groups.  The board has tasked the Structural Improvements
Committee to work towards reviews of the stakeholder groups, and so
the first step, obviously, is to form a set of criteria.  I will say
this:  That the criteria is going to be structured a lot like the
criteria for the constituency approval process.

That criteria for the constituency process and the criteria that we're
going to develop for the stakeholder groups are actually going to be
used as part of the basis for the overall review of the GNSO the next
time around.

And the -- I don't know how that got -- the bylaws review criteria,
there's -- that's what I was talking about.  The term "bylaws review,"
that's what the criteria is.

So that's what we plan on doing.  I'm sure that as we progress towards
our activities, that by the time we get together again in Dakar, that
we will actually have made some significant improvements and I'm sure
that something in the meantime will come up that we have to deal with
that we don't know about right now.

So with that, I will say thank you and Peter, I'll turn it back to you
for questions.

>>PETER DENGATE THRUSH:  Thanks, Ray.  Particularly exciting to see on
that last slide the -- perhaps the largest restructuring or review
work of the GNSO moving out of the implementation phase and into the
assessment phase, and I know we've got some resolutions dealing with
the last few steps of that on the board's agenda this afternoon.  So
well done to the SIC on all of their work but perhaps particularly
that very large piece.

We have a speaker at the microphone.  Madam.

>>MARILYN CADE:  Thank you.  My name is Marilyn Cade.  I am the chair
of the business constituency and I'm a member of the executive
committee of the CSG, and I'd like to just offer a comment and a
question.

My comment is that overall, a significant amount of work is being done
by each of the board committees, and I, as usual, want to thank the
committee members for their work, but I need to point out from the
experience of stakeholders -- which is, actually, a word I prefer to
"volunteers" -- that we need to have more export in and export out
dialogue between those committees and groups that are being affected.

So to give an example, talking about the evaluation of stakeholder
groups, I'd like to suggest, Mr. Chair of this group, that the
leadership of the stakeholder groups should possibly be engaged in a
dialogue with all of you.

There's a significant work flow and workload challenge for us as we
try to do our day-to-day job and all of the expectations that came to
us from the GNSO improvements, which are quite considerable, and also
take on being responsive and participating in assessments and
implementation evaluations.

The second area of my focus is that within the stakeholder group that
I'm in, the leadership has expressed concerns about our ability to
meet what has turned out to be a fair amount of unfunded mandates,
where we don't actually have the financial resources from our members
and we are dependent on ICANN to provide certain structural kinds of
support, and there has been some delay in the implementation of
services we thought would be coming from the toolkit, et cetera.

So it's not a complaint.  It's an offer for the leadership of the CSG
to become engaged.  I'm sure the other leaders of the other SGs would
make the same offer.

>>PETER DENGATE THRUSH:  Thank you, Marilyn.  A quick reply from Ray.

>>RAY PLZAK:  Thank you, Peter.

Madam Chair, with regards to your first comment, you may rest assured
as long as you've known me, have I ever ignored people?  No.  In fact,
to some people's dismay or sometimes even disgust, I try and get them
involved as much as possible.

So we will figure out where it is best to insert you within the
process.  And I don't mean that we're going to make a judgment call
that it won't necessarily be -- it won't be at the very end, but we
need to begin work and so that's what I'm saying here, and so part of
that is figuring out how we get to where we want to go.  Because in
the end, the criteria is going to be used to review you.  Therefore,
it is only, fitting, and proper that you have an input into what we're
going to ask you show us.

With regard to the budget matters that is not really a matter of
purview for this particular committee, so I will defer that to either
-- either back to the chair or to the chair of the Finance Committee,
but I do note your concerns.  Unfunded mandates are never a good
thing.

>>MARILYN CADE:  And I respect the fact that you also noted my concern
that the cross-communication across those committees, then, is vital
to us.

>>RAY PLZAK:  Without speaking out of turn for my colleague on the
Board Governance Committee, I am a member but the chair hopefully will
be reporting the fact that the board has been discussing that very
matter about how we do that.

And my simple answer to the board members is that you want to find out
what the other committees are doing?  The answer is 8:00 Friday
morning.

>>PETER DENGATE THRUSH:  Yes.  Next in line.  Thank you.

>>WOLF-ULRICH KNOBEN:  Thank you.  My name is Wolf-Ulrich Knoben.  I'm
a member of the GNSO Council.  In this respect, I'm just chairing a
committee which is dealing with the -- supervising the implementation
within the GNSO, as well, on a GNSO level.

So in this respect, I would like to ask Ray whether we could get more
in contact with his Structural Improvements Committee with regards to
the question, before you start reviewing the GNSO again, to look at
what would be the criteria to review again and to review those -- the
already-done implementation, so in order that we, on the GNSO level,
could be well-prepared to do that and in order to exchange views on
that.  Thank you.

>>RAY PLZAK:  Real quick, I'll give you the same answer I gave to
Marilyn, is that yes, you will be involved.  Note I was saying we're
to be beginning work, so we have to figure out how to do all that
stuff, where to bring you in.  We'll put some time lines and
deadlines.  And when we ask you to -- by the way, when we ask you to
participate, we're going to put deadlines on you too, and we expect
you to follow them as a responsible part of this process.

And as I said before, it's only fair, fitting, and proper that you
contribute to this process, so we are trying to get an early start on
this so that when we get ready to go, we'll be ready.  And so, yes,
the council will be included.  Whether or not you're still there is a
different matter because I don't know what your term is, and so forth,
as an individual.

But, yes, the council will be -- will be consulted.

>>PETER DENGATE THRUSH:  Thanks, Ray.  Further comment from Rita Rodin
Johnston?

>>RITA RODIN JOHNSTON:  Thank you, Peter.

Yeah, just a quick comment, Wolf.  I believe you were involved in that
review process.  I was on that GNSO review working group, and we did
do kind of a sea change in terms of the contracted/non-contracted
parties house and a reorg and everybody in the community -- you all
worked very hard.  We had a number of comment periods.  I mean, that
was one of the things I referred to yesterday is we did have a whole
scheme to be commented by the community and people weren't engaged
because they just had a lot of other work.  But ultimately we did get
input from the community.  I'm hopeful -- I saw some of the e-mails
about the GNSO and the working group, and Mikey obviously came to the
mic yesterday to talk about that.  It seems to me like that working
group model, which was one of the key principles when we were thinking
about this reform also, seems to be working with some bumps, so that
was one of the issues we had was trying to deal with sort of burnout
and getting GNSO -- the council to be in more of this kind of
oversight role and that was really major input from the community.

So I think we all hear you.  It's -- it was a really tough process and
my hope is that this next review will be more fine-tuning than that
kind of big sea change we just had to implement but it will be
critical that you all input, since you're the ones doing the work and
you can assess for the review group, how has it been going and what do
we need to do.  So thank you for your continuing engagement.

>>PETER DENGATE THRUSH:  Thanks, Rita.  Seeing no further comments for
the chair of the Structural Improvements Committee, we'll move on to
the next one, which is the risk committee, and call on Steve Crocker
to give that report from that committee.

Steve?

>>STEVE CROCKER:  Thank you very much, Peter.

The risk committee takes a look at the structural and other kinds of
risks that might be lurking, and so we -- we look for trouble, as it
were.

Next slide.

We have a distinguished group:  Ramaraj, Mike Silber, Bruce Tonkin,
Suzanne Woolf.

Next slide.

We met in San Francisco and we've met again in May and June, earlier
this month.  As you can see from this slide, we updated the risk
analysis for the new gTLD program and we are focusing attention on the
status and monitoring of ICANN's responsibilities under the
Affirmation of Commitments.

There is an overview of the systemic risks in DNS and overview of
mitigation activities in the upcoming year.

Next slide.

We have -- we're in the process of scheduling meetings in August and
in September in conjunction with the regular board retreat and again
in October in conjunction with the next meeting -- next big ICANN
meeting in Dakar.

And we will be looking forward to program-level reviews for IDN
variants, for IANA, for the business continuity efforts with respect
to I.T., and continuing attention, of course, on gTLDs.

Next slide.

I guess I can do this.

No?

>> That's the last slide, Steve.

>>STEVE CROCKER:  That's the last slide.

>> Yes.  Thank you.

>>STEVE CROCKER:  Thank you.  Any questions?  Good.

>>PETER DENGATE THRUSH:  Seeing none, and assuming there's, therefore,
no risk to the risks committee, we'll move to the next one, which is
the Public Participation Committee, and call on that chair, Mike
Silber, to give that report.  Mike?

>>MIKE SILBER:  Thank you, Peter, and always an honor to have the
baton passed from Steve.

In terms of the Public Participation Committee, the structure includes
Sébastien Bachollet, Thomas Narten, Gonzalo Navarro, Katim Touray, and
Kuo-Wei Wu, ably supported by staff, I should say, who thankfully do
most of the work.

In terms of our focus areas, the first issue has been the public
participation process, and specifically with regard to the ATRT
recommendations.  We also have specific focus areas on meetings where
not much has been done, and it now hopefully will start bubbling
further to the top, as well as ongoing work on remote participation
tools and outreach and engagement.

Most recent activities have been very much specifically around the
ATRT Recommendations, 15, 16, 17, 18, and 21, as well as trying to put
additional effort around measuring success of remote participation
tools.

We -- we have some pretty good tools.  We obviously are refining
those, and one of the key areas of refining those is looking at the
metrics that we're using, as well as some of the newcomers' activities
during and since San Francisco, including the lounge area that you may
have seen off -- that you may have seen near the registration desk.
There were some suggestions that we should get some tough guys in
suits to police the velvet barriers.  Also, the intra-Sunday sessions
that some people have found very useful.

The top of the to-do list is, of course, implementation of the ATRT
recommendations.

This is something that is very significant and there was a very useful
public comment yesterday to say, "Well, simply implementing to the
letter of the recommendations is not sufficient."  There's been a lot
of work, there's been a lot of effort within relatively short time
frames to look at revising process templates, a lot of the touchpoints
that the community engages in around public comment and public
participation.

Within the next few months, you'll be seeing new Web pages rolled out,
new templates for executive summaries, a new structure for the display
of public comment to allow for the comment/re-comment process to work
far more effectively.

But what we haven't done is get under the hood and really rework some
of the engineering behind the comment/re-comment period, and that's
something that's going to require a significant amount of work going
forward, and with regard to those people who questioned whether we've
missed an opportunity, I'd rather say we haven't missed an
opportunity.  It's very much on the radar still, but what we've done
is we've tried to keep focused and make sure we implement within the
time scales and pre-time scales required by the ATRT.

We're also going to be engaging in a lot more work around the future
of ICANN meetings.  We've heard some discussion.  We're looking at
some of the physical issues, so location and structure in that regard.
And there was some work that had been done by my predecessor and his
committee around that area, and that work needs to be taken forwards
towards active steps.

But in particular, it's also engaging with the community in terms of
how they engage with each other, how they work themselves and the most
effective way for them to work themselves, and also you would have
seen during this meeting and in the last two meetings as well some
subtle and some drastic changes in the way that the community engages
with the board, and working through that to try and find the most
effective and efficient way for all three of those areas to be
improved and to come through.

>>PETER DENGATE THRUSH:  Thank you, Mike.  Any questions of the chair
of the Public Participation Committee?  I see one at the microphone.
Go ahead.

>>MARILYN CADE:  I'm not going to repeat my -- my name is Marilyn
Cade.  I'm not going to repeat the extensive comments I made during
the committee meeting yesterday because they were transcribed and I
know from the response that I received that they were really listened
to carefully by the members of the committee, but I am going to
restate one small portion of this.

Concerns that I raised.

I understand that there are plans to have plans to introduce -- and
time lines that will be announced, but an overarching challenge for
all of you as board members is how you yourselves understand the
barriers to participation that are created for us when the information
comes to us after it's at least partly cooked.

Even that may, if it's cooked too far, that may create serious
challenges for us because we're going to be giving you feedback that
may require changes.

So it's a disappointment to me that we did not have a briefing session
on the overall ART, but in particular on these aspects as well, about
where you are.

And I did urge yesterday at the microphone that you consider doing a
Webinar on the overall ATRT, but these particular areas that this
committee is responsible for I think can benefit from particular
focus, so that we give you comments early, the stakeholders give you
comments where you are now, before things go too much further without
our input.

>>MIKE SILBER:  Marilyn, thank you, and I think the comment is very
valuable.

What I would say is that at the moment, we've been looking at very
practical steps.  We're going to be going out with a focus group.  And
apologies to any of you who haven't been invited to join the focus
group, but the idea is to keep it relatively small and to keep the
comments very pertinent to allow changes to be made in line with
feedback from the focus group.  And then when the system is rolled out
to the community, we'll then get more feedback.

At the same time, I take your point, and there is a tension between
getting public input before the process starts as compared to people
being able to look at something that's working and then to try and
tweak it to improve it.

What I can assure you is that when we come to actually re-engineering
some of the process, that's a very different approach to what we've
been doing around practical implementation, and in that case we
certainly will be looking at going to the community early and getting
real feedback from the community up front and then implementing in
accordance with that community as opposed to the current approach
around implementation steps where we've taken significant steps
towards implementation and then we'll be testing our approach against
a focus group and then against the general community.

But I think the comment is well made, and it certainly has been well
taken.

>>PETER DENGATE THRUSH:  Any further questions?  If not, let's move to
the next committee alphabetically which is the IANA Committee, and I
will call on Kuo-Wei Wu, the chair of the IANA Committee, to report.
Kuo-Wei.

>>KUO-WEI WU:  Good morning, everybody.  This is a report for the IANA
committee actually including the following persons:  Katim, and Ray
and Bertrand and Thomas and also Suzanne.  And the meetings since San
Francisco, we have an April meeting and we also have a May meeting
and, of course, a Singapore meeting, too.

And for the work since San Francisco till now, I think, first of all,
we try to review the terminology of the criteria for the delegation
and redelegation requirement.  And I think all of you understand that
follows delegation and redelegation.

We, of course, need to respect the community and particularly, you
know, from the ccNSO and also the CSG and other stakeholders.

So we are reviewing at the same time.  We are just waiting for comment
on the output from the ccNSO and GAC also.

Once again, we are also discussing about the nomenclature in the IANA
database.  Of course, you know that we try to see if the database, if
the new one would be any different to the previous one.  And there is
also -- we need to inform the community, if there are any differences.
And particularly on the ccTLD and those and the gTLD on the database
from the whatever, including the post-address sector, the kind of
differences.  And if there is any differences, of course, we need to
talk with them very clear -- very closely to get agreement or
something like that.

The last one we are going to discuss local Internet community support
and terminology.  I think -- if I remember, this already have some
kind of study group.  It is already working now, and there is
participation.  The discussion happened, I think, yesterday.

So I think this is, basically, what the IANA Committee is talking
about since San Francisco till now.  That's the end of my report.
Thank you.  Any question about the IANA Committee report?  Thank you.

>>PETER DENGATE THRUSH:  Thank you, Kuo-Wei.  Seeing none, we'll move
to the next committee on the list which is the board Global
Relationships committee which I have the honor of chairing.  And this
is a relatively new committee.  So just a reminder, the membership, I
think this rivals the IANA Committee for interest and contribution by
board members, Cherine, Erika, Gonzalo, George, myself, Katim and Kuo-
Wei and the observer will note the geographic and gender spread that
that committee has managed to achieve.  And that's been a deliberate
policy.

Again, just a reminder about what this committee is doing.  It is the
board's desire to provide strategic direction to sustain and enhance
the many external relationships that ICANN has.  Very important work
that's always been ongoing.  This is providing, as it says, oversight
and assistance at the strategic level.  The committee does not get
involved in the detail of these relationships.

We've met via teleconference in April and in person in May and in
June.

The major task in front of the committee at the moment and the
recurring task is to review with the global partnerships team who have
been carrying out strategies and executing on plans in the various
regions; preparing high-level strategic plans for each region.  And I
am delighted to report we have so far had very good sessions with
Rodrigo de la Parra who is the ICANN regional liaison staff for Latin
America, from Anne-Rachel Inne, who is one of our longest serving
staff members who is the liaison for Africa, and Save Vocea who is the
liaison for the Asia-Pacific.  Very good sessions that we confirmed
with each of these, setting out the issues in relation to each of the
regions and then a breakdown of some of the existing obvious
relationships, the members of the ccNSO, members of the GAC, other
relationships.  And then having a reasonably high-level discussion as
to what we try to achieve in terms of relationships in each of those
areas and then preparing some metrics around what we're trying to
achieve, particularly, for example, membership of ccNSO and membership
of the GAC.

That's been a very useful exercise, and we're rolling around the
world, as it were, looking at each of the regions.  And this will
become a steady part of that work.

Just draw your attention, also, ICANN is very pleased to announce a
hiring of a VP Europe.  That announcement has gone out.  We are
looking forward to welcoming Thomas spiller who many of us have met
socially already to the ICANN team to be vice president in relation to
Europe.

The other thing that the committee has been doing has been developing
-- looking at the ICANN contract renewal objectives and strategy, and
you will be aware of the NOI and the FNOI and the committee has been
active there in preparing and thinking and discussing and passing on
recommendations to the whole board.

In addition, we have been having a look at policies and procedures
governing the ccTLD IDN fast-track applications.  I think it is fair
to say I think the majority of the work in relation to that has been
done by the IANA Committee.  And also assisting the board in
developing an implementation plan for accountability and transparency
Recommendation 14.  Just a reminder that that deals with improving
relationships with and participation by governments in the GAC.
Particularly, a new objective the board should also work with the GAC
-- I'm reading now from the recommendation, the board should work with
the GAC to establish a process to determine when and how ICANN engages
senior government officials on public policy issues on a regular and
collective basis to implement existing GAC processes.

So there is a recommendation as to how to implement on that.  And that
forms along with the recommendations from all of the committees, the
subject of a fairly substantive recommendation on the ATRT this
afternoon.

From this committee's perspective, of course, working on improving --
or working on dealing with anything with the GAC means that we have to
consult with the GAC.  So the first part of the implementation plan is
actually consulting with the GAC about how to do this, but certainly
recommendations to move that forward.

So that's the activities.  That's the people.  That's the current work
of the BGRC.  Are there any questions?  And I see one at the
microphone.  Madam.

>>MARILYN CADE:  Thank you.  My name is Marilyn Cade, and I'm going to
refer to a discussion between the CSG and the board in our
consultation on Tuesday and ask a question.

What I saw was a list of activities.  What I didn't see is a strategic
objective that directly addresses ICANN's existence and success in the
rapidly changing geopolitical charged ecosystem that is evolving
around us.  And all of the things that the committee is doing are
critical to influencing the success of ICANN in its own mission and
contributing to the success of ICANN as it is viewed from others
outside.

So doing all of these things with excellence is absolutely imperative
and I strongly support that.  But I also note that one of the other
things that ICANN does, and I agree that we should, is to participate
with other ecosystem players in the Internet ecosystem.  It is a
highly charged, geopolitical environment right now.  There are a
number of significant challenges ahead of us.

And I just am very -- we made an offer from the broad business
community to share both the information and activities, participate as
we can, to be helpful to the challenges that ICANN faces.  There are
many others from the ALAC and other stakeholders in ICANN who also
actively work in those environments.

The Internet Governance Forum is one in particular, it is not the only
one.  I would just note that perhaps this is too granular a question,
but I'm looking for more feedback on how the committee is addressing
those larger external challenges.

>>PETER DENGATE THRUSH:  Thank you, Marilyn.  It is a very good
question.  We are addressing those, and we do discuss, if you'd like
-- although I mentioned the formality that we created in relation to
the geographic stripes, geographic cuts through the community, we also
concentrate on the horizontal ones across the community.  We don't
have a formal subcommittee or structure on that, but it forms the
subject of our discussions including IGF attendance by ICANN at some
of these things, participation in the EG8 and various other things.

I would be very keen to have that more formalized.  And I think we're
working towards that, and I'm very aware that there is a great deal of
expertise in the community and people who have been participating for
many years and could be of great assistance to us at improving that.

And my own personal preference would be to have some occasional
interfaces by way of, for example, subcommittees or special focus
groups around those things where we could draw in the expertise from
members of the community, much as we did -- to say thank you again for
your work on the President's Strategy Committee as an example of
reaching out to members of the community and bringing in their skills.

So thank you for that.  I think that's moving along.  It's coming.
Thanks.

>> JEREMY BEALE:  Hi, Jeremy Beale, chief executive secretary of the
GAC secretariat, which as you know is a fairly new phenomenon.
Appreciate very much what you said about reaching out to the member
countries to build up the GAC.  I will just say, of course, it is a
very, very sensitive issue, ICANN approaching countries where there
are already GAC members.

I would just ask if ICANN as much as possible coordinate with the new
GAC secretariat on that so that we can make sure it is all properly
coordinated.  We already have very good relations with Jamie Hedlund.
And if that could be sort of the channel, I think it would ensure the
engagement was smooth and highly constructive.  Thanks.

>>PETER DENGATE THRUSH:  Thanks.  They are very good points.  And I
think I'd refer to the obvious sensitivities there.  Just to confirm
that step one of the implementation plan is that the board discusses
with the GAC the development of the plan, et cetera.  So I think that
is certainly the starting point for us and the idea that we would do
any of that without very close support, not just cooperation, you
know, is going -- would make that ineffective.

We've also had, of course, some liaison -- we've had the GAC chair at
that committee on a couple of occasions and, of course, she has been
helping us with understanding the significance of that relationship.
So thank you for the point.  I think we're dealing with it but we are
always happy to improve.

Rita?

>>RITA RODIN JOHNSTON:  Thank you, Peter.  I just wanted to, following
on on the comments that Marilyn and Jeremy just made, sort of make a
point about how these relationships can be improved.  I don't think
there is any question they need to be.  I don't think there is any
question we've seen the last few months that the GAC in addition to
other ACs want to become more involved in the policy process.

But I think we all have to remember that neither the board nor the
community is actually running the organization.  And there are
channels here that have to be determined.  So while we do have
expertise in individual board members in terms of government
relations, while we have expertise in staff, while we have expertise
in the community, we do have a GAC that is representing their
governments.  And there needs to be a plan to, in the most practical
way, execute -- have our staff present something to the community
which then gets approved by the board.  I just want to caution people
about doing what Jeremy says, which is everyone has great relations so
people will start doing back-channel one-off discussions to figure out
the best way.  I really think that what is going to make this
successful is a very coordinated effort.

Jeremy, I appreciate your comments because I think your input will be
critical into how we shape this going forward.  So I do suggest that
staff and the board engage with the GAC on the best way to improve
these relationships and then go from there in terms of other community
members that might be helpful.  Thanks.

>>PETER DENGATE THRUSH:  Thanks, Rita.  Any other questions or
comments about the BGRC report?  Seeing none, I will say thank you to
the chair of that and move on to the Finance Committee and ask Ramaraj
to report.  Ramaraj?

>>RAMARAJ:  Thanks, Peter.  The Finance Committee consists of
Sébastien, Cherine, George and myself.  We've had keen interest from
some of the other board members, so Gonzalo, Bruce and Katim have been
non-voting members and observers on this committee.

Since San Francisco, the committee has met three times to look
predominantly at the budget and the budgeting process.  The process
for the budget normally starts in February with the framework getting
posted and then in May the draft budget and operating plan getting
posted.  And at the June meeting, getting it approved by the board.

For the FY12, a new element was introduced saying can this be advanced
and get SO and AC chair inputs earlier?  And that started in November.

We got about 44 inputs from the SO/AC chairs, almost 32 have been
incorporated into the budget in some form or the other.

Now trying to review how this could be done better going forward.  So
that was a good starting.  Trying to see if the budgeting cycle itself
could be changed.  Strategic plan, four months; budget working is four
months; and then community inputs and everything else another four
months.  So looking at finding three four-month cycles rather than the
current eight and four months.

The Finance Committee looked at the ATRT budget requirements and found
in the FY12 budget monies and budgeting for all 27 of the ATRT
recommendations.  The new gTLD program, assuming that applications
would be taken in starting in FY12, what would those budget
implications be both in terms of revenue or coming in and resources to
be spent keeping in mind a cost-neutral approach.  So these were the
three broad budget focus for the committee.

The reserve fund has been managed through an investment manager.  This
is about three years.  So the committee felt it is good practice to
open that out for a fresh bid and requested the existing current
investment manager to participate in that and so reviewed the
selection of a new investment manager for the reserve fund.

The reserve fund itself is doing all right.  And at the start of this
meeting, was at about $52 million also.

The take-aways on the budgeting process was that there should be more
clarity in terms of the budget itself.  And that, on the FY12, the
committee is looking closely with staff to have something presented
and put up there sometime -- as soon as possible on the FY12 budget
itself.  So greater detail, that was a request.  And so  examining how
that could be done and that should be done as soon as possible so
that's the next task that is being taken away as action arising out of
Singapore.

Thank you.  Any questions?

>>MARILYN CADE:  Thank you.  My name is Marilyn Cade.  And I would
like to both thank the committee members for all of your work and
acknowledge that throughout this ICANN 41 meeting you've had a number
of interactions with the community that I come from, the CSG where
we've expressed some significant disappointment.

And I want to both thank the financial staff, the team that has
interacted with us, but say that we remain significantly concerned.
And you've heard about that before.  I'm not going to repeat it.

But what I would like to note is that it's very time consuming for us
to devote the time to review the strat plan and the budget and the
operating plan.  And not all of our members do that.  Each of us tends
to designate those who are willing to devote that particular time to
it.

I think we've decided on our side in the CSG that that we're going to
have to take an additional step, which means additional resources for
us.  And Steve Metalitz mentioned yesterday that we are suggesting
that ICANN consider re-establishing a budget -- we called it a budget
advisory committee.  It was probably more budget consultation
committee.  But I would reinforce that message and note for your
information on our side the CSG will be establishing a budget working
group that cuts across the three constituencies following the model --
I think the very effective model of the ccNSO.

So thank you for your work.  You've acknowledged that we don't have
quite -- we haven't quite delivered the kinds of information that we
need.  I think it is a really critical period.  For us to be able to
keep stakeholders involved, we need to be able to give them more
detailed information, not just figures but also the description of the
proposed initiatives.

>>RAMARAJ:  Thank you, Marilyn.  I think what this new budget cycle
that you're talking about, four-month strategic plan, four months in
traction and consultation with community, and four months out for
public comment.  And I think that might be the right place to take
this consultation from community.  And I think it is a great idea.
And in principle, I think we should look forward to working with you
and the others on this.  Thank you.

>>PETER DENGATE THRUSH:  If I could just add, Marilyn, to paraphrase
some comments I immediate at the At-Large meeting, I think the next
big challenge for ICANN and the multistakeholder model in general is
moving from constitutional and institution building which we've done
for the first five or six years to get the building blocks in place
and, secondly then, running policy through that mechanism.  And I
think the new gTLD policy is the best example of using every element
of the policy apparatus including eventually taking in GAC advice and
then finally even disagreeing with GAC advice as provided for in the
bylaws.  The complete use of the policy mechanisms that we've created,
the next phase, I think, is developing the multistakeholder finance
and administration model which I think quite frankly we've not been
paying attention to.  And we really do need to move on that.  And
we're pioneering this in many ways.  And the work here will be
exciting and novel.  I don't expect it to happen overnight.  I think
that's the area of the next focus in this whole multistakeholder
development.

So thank you for that.

Any other questions?  If not, say thank you to the very hard-working
chair of the Finance Committee and thanks to that committee and move
to the Board Governance Committee and ask Bruce Tonkin as the chair of
that to give the report.

Bruce?

>>BRUCE TONKIN:  Thank you, Peter.  So that's the membership of the
Board Governance Committee which is also posted on the ICANN Web site.
One of the things that we've been doing is trying to sort of capture
the institutional knowledge as board members come and go from the
ICANN board and different practices that have been used on the board
are transferred from one group to another.  We are trying to document
things as we go, where we identify something needs to be improved, we
noted, discussed it at the board and then document it in our operating
procedures.

So one of the things that we've been working on is the best way of
disclosing and talking about conflicts of interest.  I think it is
important to understand that ICANN and the ICANN board is not a
government organization.  It is, as others have used throughout the
week, a multistakeholder environment.  We do have people on the board
that have connections with the technical and operators of the Internet
infrastructure.  And they bring with them the expertise that they gain
from those roles.  And its' not uncommon for boards to have on any
particular issue, there may be one or two board members that have a
conflict and, therefore, they don't participate in discussions on that
issue and they disclose that conflict.

It is important to realize that on any discussion, we have 21 board
members that participate in most discussions and we have 16 voting
board members that actually vote on most issues.  So if there is one
or two board members that have a conflict, it doesn't really impact
the ability for the board to operate effectively.

What we have been doing is improving the disclosure of such conflicts.
And for the first time in the Brussels meeting that we had with the
Government Advisory Committee, we publicly disclosed a short summary
of the most significant relationships that some board members have
with other members of the community and even with each other on the
board.

And we're going to continue to enhance that process and we'll make
that a standard feature of the ICANN Web site.  When you look at the
board members, you will also see potential conflicts.  That's
something that other parts of ICANN have also been doing.  SSAC does
that as does the GNSO.  So that's an ongoing area of improvement.

We've been likewise looking at handling a confidentiality and getting
the balance right.  Generally we are trying to be as transparent as
possible, but where we might be dealing with a staff issue or
something at a board level, this is clearly something that the details
of those discussions need to remain confidential to protect the
privacy of the people involved.

The governance committee is often called to look at populating various
working group members.  So we've recently established a working group
to look at how ICANN interacts with groups like the W3C, the IETF,
ISOC, ITU, et cetera.  So we have a working group looking ahead to do
that.

We've considered the requirement for the board to -- or a process to
select an academic representative to the Nominating Committee, and
that will be subject to further discussion.

One of the things we're focusing on now is the oversight of the ATRT
recommendations and the implementation of those.  And we'll talk about
that further in the board meeting later this morning.  And we are also
-- the other area we are trying to tighten up on is making sure we are
very clear on the job descriptions of the different roles at ICANN, so
we've been looking at further refining the job description for the
chair of the Nominating Committee and also we're seeking to get both a
chair and chair-elect of the Nominating Committee to sort of plan for
succession planning and plan a bit further out into the future.  And
we've started discussions on the risk management oversight working
group as well.

Other topics is how to handle requests for travel support from board
members.  And we are looking at how we can assist the board members in
being involved in the creation of the framework for gTLD
communications.  Certainly, the board members are very diverse.
People come from lots of different parts of the world.  And one of the
things is to take advantage of the geographic location of board
members to help explain to the their local communities in terms that
are relevant for them what we're doing with things like new gTLDs and
explain how they can either participate or at least understand what
the implications for their organizations would be in those particular
locations.

One of the things we get at the moment, as the organization is getting
more and more mature -- and we've seen that particularly with the At-
Large Advisory Committee is now very regularly sending communications
of advice to the board.  The Government Advisory Committee has, in the
last 12 months if we counted the number of lines of advice we've
received, I'm sure it is a large number.  So we need to get better at
managing the inputs and managing the communication of how we've taken
that advice into account.  That again is an area of focus.

Finally, again this week we have been looking at the consideration for
changes in board committee membership following the appointment to the
board of Chris Disspain and Bill Graham and following the departure of
the board of Peter Dengate Thrush and Rita Rodin Johnston.  So you
will hear more about that later this morning.

We've also been having discussions about the board chair and vice
chair.  Interestingly, again, I will talk about that -- maybe I will
talk about that perhaps further this morning.

And one of the ATRT recommendations around compensation which we will
cover further this morning as well.  So I won't try to repeat things.
We will cover some of these topics in the board meeting later today.
I think that's all, Peter.

>>PETER DENGATE THRUSH:  Thank you.  Any question for the chair of the
Board Governance Committee?  We then move to the Audit Committee, Rita
Rodin Johnston the chair of the Audit Committee to give the report.
Rita?

>>RITA RODIN JOHNSTON:  Thank you, Peter.  The Audit Committee has
been fairly business the last few years, since I came in as chair.  I
think in prior reports we've talked about various best practices that
we've tried to begin here.  If we can put the first slide up, please.
There are a number of things that the committee recently discussed
that have to do with improving the financial controls, right?

Just to level set everybody here, the Audit Committee is overseeing
financial and internal controls.

We do have a slide here.  Thankfully I do have a printout now.

So what the Audit Committee does every year is discuss -- so there is
the committee members, myself, Steve and Erika.  Erika will be
stepping in as chair of this committee when I step off the board.

Next slide, please.  Or do I press this?

Okay.  Am I saying "next slide" while I am holding this?  So remember
we were talking about volunteer fatigue, board fatigue, right here.

So we have a number of bullets here that do talk about the FY10 audit
which we discussed with our external auditors.  Once again, we're
happen to report that ICANN did get a clean audit report that was
posted.  I want to make some comments here.  I think one of the
struggles the board has had -- because we do get clean audit reports
and we do have the external auditors that repeatedly tell us that the
financial controls are very adequate and very much in accordance with
the U.S. principles, and, yet, we keep hearing comments from the
community about needing more detail, needing more specifics, needing
more notice about how things are going to be spent.

So the Audit Committee has spent the last three years while I have
been chair trying to figure out how we do this in conjunction with the
Finance Committee.  I think I mentioned a little bit yesterday we are
getting this new financial package.  You can see that's the fourth
bullet reviewed plans for financial system conversion.  So I wanted to
give the community a little bit more color.

I asked, Juan Ojeda, the controller to give me some bullets on this
Great Plains software which, as I said, the first phase of
implementation is due to be completed on July 1st.  But here are some
of the bullets that I wanted to share with you about this new
financial software application from Juan.  Great Plains will allow us
to improve our finance function in three main ways:  In internal
controls, in information processing and in financial reporting.  From
an internal controls process, Great Plains will allow us to integrate
an electronic work-flow approval process for approval of invoices,
purchase requisitions and travel and expense reports.  These work
flows can be customized as needed to ensure that we follow best
practices and internal policies.

So this is something important.  It might not seem like this is going
to be what you all are looking for, but a lot of the way that ICANN
internal cash flows are processed have been very manual over the
years, which has been somewhat frustrating to some of us on the board.
So this is going to try to integrate that into the geo and create a
much more accountable and easily viewed system.

The next thing the Great Plains is going to do is going to allow us to
create efficiencies with our various internal modules such as by
integrating information processing from our external sources such as
ADP and Union Bank.  It will also allow us to create efficiencies with
our various internal models, such as our purchase requisition system,
our travel and expense system, and banking modules.  We also expect
significant efficiencies and automation in our billing.

Finally -- and I think this is probably the most important point for
you all out there -- Great Plains will allow us to improve our
reporting for forecasting, budget line item basis variance analysis,
and more robust departmental work.  It will also allow us to provide
project cost accounting reports and enhance our external reporting.

So this is what we've been fighting for the last few years on the
Audit Committee.  Hopefully, this will go a long way in assisting the
Finance Committee and the community in getting some more of this
information that you all seek.

So as ICANN is rolling out this program, you know, I do encourage you
to maybe have your constituencies come up with a quick bullet list,
maybe some types of information you'd want to see or ways that you'd
like information processed because that can help Juan and Akram and
hopefully the new very soon-to-be hired CFO and how they are going to
actually present these things to the community.

If we go back to the second bullet.  As you may remember, what we did,
I think, last year is we instituted an internal audit function at
ICANN.  So what this, basically, did was say we don't need to hire a
full internal audit staff, but there is a value to having an external
organization be looking at what ICANN's doing from an audit
perspective more than once a year as part of the official audit.

So we retained Grant Thornton and we were happy to receive their first
report which the Audit Committee discussed with them.  I think that
what we heard was that we do, in fact -- they agreed with what you all
have been saying.  We do, in fact, need a CFO pretty quickly and we do
need to get some of these reporting upgrades executed as soon as
possible.

So we're following up with them on that.

This third bullet is another thing that I'm happy that we've
completed.  You know, the board has various skills and we always talk
to the Nominating Committee about different skills that the community
might want us to have.  And financial expertise has not necessarily
been incredibly high on that list, I think.  And sometimes that can
create issues here.  We do have Ramaraj who has led the Finance
Committee in an excellent way the last few years.  But I think in
prior years, we definitely have felt both on audit and finance that we
need some more real deep financial expertise.  So we conducted a
process whereby we put expressions of interest out in the community
for members of any community really that wanted to come and be kind of
consultants to the Audit Committee.  This was something we worked with
John Jeffrey and it is a best practice of many for-profit Audit
Committees as well but certainly non-profits.  We might have the depth
of experience in financial matters that we'd like.  So can we get
somebody that can be kind of on call and work at the request of the
Audit Committee to help us out if we have any issues?  We thought this
would be prudent given that we're going to now roll the new gTLD
program out.  And there is going to be in theory a lot of additional
monies and flows of funds whether it is the application process from
the auctions, et cetera, et cetera.

We are very happy to say that we selected a candidate and there will
be some information published shortly on who that candidate will be.
We are still working through if he is going to actually come to a
meeting so people can meet him.  He is not on staff.  He is not on the
board.  He is really just somebody who allow us to ask a few questions
to but we will give you guys as much information as we can about him.

And then just another Audit Committee business, we are going to stay
with the same independent audit firm for FY11.  We think that they've
done a great job.  And for this next year at least they will be
adequate.  I have recommended that for FY12 especially with the launch
of new gTLDs, we probably try to get another external audit firm to do
this.  I think it is definitely Audit Committee best practices to
rotate the firms.  I think part of the problem has been that quite
frankly ICANN doesn't have the most incredibly complex financial
system, although many of you might not think that.

So when we put things out to bid, we don't get a ton of interest from
the big four accounting firms and they are also incredibly more
expensive to do that.  So just wanted to give you guys that additional
information.

And, lastly, we reviewed the progress of various process improvement
initiatives, some of the things I talked about with the Great Plains
software.  I don't like the way travel reimbursement -- there's still
very many a manual process.  And I think given the amount of travel
budget this organization has, I really want to see that process
automated.  So we've been asking for that for many years, and that's,
again, something that's in flow here in the organization.  I encourage
you all to continue to press on making sure those things get executed.

Any questions for the Audit Committee?  Thank you very much.

>>PETER DENGATE THRUSH:  Thank you, Rita.  Let's move onto the next
generic slide if we can which deals with the work of the committees in
general.  While that's coming up, let me just confirm that, like other
sessions, this session is open for public comment.  And Filiz Yilmaz,
our director of public participation, has been manning the public
comment desk.  So far there haven't been any online questions.  But if
there had, they would have been fed into the system.

Rita, if you can move forward from that slide, we should be having a
slide on the screen which amongst other things confirms that each of
the committees prepares a public report and that these reports that
they've -- you just heard are available on the Web site and that URL.

And moving forward to the next slide, the obvious point that for more
detail on all of the activities of all the committees, minutes, et
cetera, are prepared and following approval posted on the individual
committee Web pages at the URL at the bottom of that screen.

With that, we bring the session on the board committee reports to a
close.  I thank all the committee chairs for the work since San
Francisco including and reporting here early this morning.  Thank you
very much.  This session is closed.  And I will invite Steve Crocker
as the vice chair to take the next session, which we are reporting to
the community from the chairs of the SOs and the ACs.  Steve, over to
you.