Historical Resolution Tracking Feature » 2012-05-06 - Conflict Of Interest Review

Important note: The explanatory text provided through this database (including the summary, implementation actions, identification of related resolutions, and additional information) is an interpretation or an explanation that has no official authority and does not represent the purpose behind the Board actions, nor does any explanations or interpretations modify or override the Resolutions themselves. Resolutions can only be modified through further act of the ICANN Board.

2012-05-06 - Conflict Of Interest Review

Resolution of the ICANN Board
Conflicts Of Interest And Ethics

Adoption of Conflicts of Interest Policy, Code of Conduct, Expectations of Standards of Behavior, and Corporate Governance Guidelines.

Meeting Date: 
Sun, 6 May 2012
Resolution Number: 
Implementation Actions: 
  • None
Resolution Text: 

Whereas, one stage of ICANN's three-stage review of its conflicts of interest and ethics regimes called for outside counsel that is familiar with ICANN, Jones Day, to perform a holistic review of ICANN's documented corporate governance policies and practices to make recommendations of how they can be approved.

Whereas, Jones Day recommended modifications to the Conflicts of Interest Policy, Code of Conduct and Expected Standards of Behavior in order to promote superior ethics, integrity and transparency into ICANN's deliberative processes.

Whereas, Jones Day also recommended the adoption of Corporate Governance Guidelines that provide a consolidated source of reference to ICANN's governance policies and practices.

Whereas, these four documents were posted for public comment, all of which were considered, and minor revisions were made to the Conflicts of Interest Policy and Code of Conduct to address those comments.

Whereas, the review of ICANN's conflicts and ethics practices is still underway, and further recommended changes to these documents may be identified as part of these reviews.

Whereas, the Board is committed to continue making improvements and enhancements to all of its conflicts and ethics practices and documentation, and recognizes that these documents may be further revised when further recommendations are made and accepted.

Resolved (2012.05.06.07), the Board adopts the revised Conflicts of Interest Policy, revised Code of Conduct and revised Expected Standards of Behavior, as well as the new Corporate Governance Guidelines.

Rationale for Resolution: 

Adopting the Revised Conflicts of Interest Policy, Code of Conduct and Expected Standards of Behavior, as well as the new Corporate Governance Guidelines is another step in ICANN's enhancements to its conflicts of interest and ethics practices. As announced in October 2011, ICANN is undertaking a three-part review of these practices, and the continued enhancements of the documented policies and practices is just one way to demonstrate ICANN's commitment to ensuring the legitimacy and sustainability of the ICANN multi-stakeholder model. The adoption of these documents does not represent and end to the conflicts and ethics review work; it is expected that each of these documents are to be seen as evolving, and subject to change pending the needs of the ICANN community. In addition, the continued work to review the conflicts and ethics practices may necessitate further revision, or the adoption of additional documents as necessary.

With the adoption of these documents, ICANN recognizes that demonstrating adherence to these guidelines, policies and codes is an essential part of a commitment to enhance the organization's conflicts and ethics practices. Having strong documents are only a single part of the equation; it is now up to the Board and the ICANN community as a whole to meet the heightened practices set out therein in order to start putting the enhancements into action.

In response to the public comment received on these documents, ICANN has already incorporated a specific change to reflect individual Board member obligations to be free of conflicts that may impairICANN's ability to operate for the benefit of the Internet community as a whole. Other comments, such as a request for documentation to be in less legalistic language, are under consideration.

Taking this action is expected to positively impact the ICANN community through the adoption of heightened practices to address and mitigate the potential for conflicts of interest in ICANN decision-making. While these changes are to be viewed as steps in the process of an ongoing review of conflicts and ethics practices, it is important to adopt incremental changes as feasible. The adoption of these guidelines and policy revisions is not expected to have a fiscal impact on ICANN, nor is this expected to have any impact on the security, stability and resiliency of the domain name system.

Additional Information: