ICANN|ARCHIVES

Internet Corporation for Assigned Names and Numbers

Overview

Accountability at ICANN

Financial Accountability at ICANN

Dispute Resolution at ICANN

ICANN Documentary Information Disclosure Policy

ICANN Consultation Principles

ICANN Translation Principles

ICANN Code of Conduct

OVERVIEW

ICANN’s core mission is to coordinate, at the overall level, the global Internet’s systems of unique identifiers, and in particular to ensure the stable and secure operation of the Internet’s unique identifiers.

This is mainly a technical coordination function but is fundamentally important to the stable and interoperable character of the Internet.

ICANN operates on a multi-stakeholder model that brings all interested parties together to discuss policy issues that fall within ICANN’s areas of responsibility. It follows a bottom-up model of policy development and relies on consensus from its stakeholders. For this model to operate effectively, ICANN needs to encourage participation, instill trust, make information accessible, and have sound dispute and review mechanisms.

We believe that transparency and accountability are the foundations that support these elements in our operating model.

Indeed, ICANN’s Bylaws ( http://www.icann.org/general/bylaws.htm#I) state that:

ICANN and its constituent bodies shall operate to the maximum extent feasible in an open and transparent manner and consistent with procedures designed to ensure fairness.

(Article III, Section 1)

The Bylaws also state that in performing its mission, a set of core values should guide the decisions and actions of ICANN. These include:

7. Employing open and transparent policy development mechanisms that (i) promote well-informed decisions based on expert advice, and (ii) ensure that those entities most affected can assist in the policy development process.

8. Making decisions by applying documented policies neutrally and objectively, with integrity and fairness.

9. Acting with a speed that is responsive to the needs of the Internet while, as part of the decision-making process, obtaining informed input from those entities most affected.

10. Remaining accountable to the Internet community through mechanisms that enhance ICANN’s effectiveness.

(Article I, Section 2)

ICANN has always sought to adhere to these laws and values. As the Internet has grown, so has the range of issues that fall within the scope of ICANN’s mission. ICANN has grown in size as this global responsibility has been implemented. Mechanisms to support transparency and accountability have also grown.

ICANN wants to ensure that this growth is underpinned by a set of permanent, clear operating principles and frameworks that will inform the development of all future measures designed to build transparency and accountability. The development of these principles and the communication of existing mechanisms and frameworks will build trust and will, in turn, create confidence that the organisation is accountable. It is the creation of a virtuous cycle.

Accordingly, ICANN has developed management principles and frameworks that demonstrate ICANN’s accountability and will be used to drive our operation. Attached are two sets of documents.

The first is a set of framework documents that summarise the elements of accountability within ICANN. The second is a set of principle documents that will guide the approach the ICANN community will take for issues of significance for ICANN operations.

 

ACCOUNTABILITY AT ICANN

ICANN has external as well as internal accountabilities. The following provides a concise explanation of those accountabilities.

External Accountability: The Incorporated Status of ICANN

ICANN is an organisation incorporated under the law of the state of California in the United States. That means ICANN must abide by the laws of the state of California and the United States and can be called to account by the judicial system (ICANN can be taken to Court).

Under its articles of incorporation:

• ICANN is a non-profit public benefit corporation
• It is not organised for the private gain of any person

The law that organises ICANN is called the California Non-profit Public Benefit Corporation Law for charitable and public purposes.

The Board directors of ICANN are legally responsible for upholding the duties of directors under that law.

Generally, a director of a non-profit public benefit corporation (which is very similar in nature to the concept of a “Public Trust”), shall perform his/her duties in good faith, in the best interests of the organisation and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances.

That is generally understood to embrace four duties, which directors owe to the organisation and its constituencies: (a) a duty of care; (b) a duty of inquiry; (c) a duty of loyalty; and (d) a duty of prudent investment.

Duty of Care

The duty of care is best expressed as the seriousness that each Director brings to his or her responsibilities such as gaining and maintaining familiarity with the business objectives of the organisation. It also includes important business considerations and industry information relevant to the organisation’s activities, and serving on the same basis on committees to which the Director may be appointed. The duty of care also requires that the Director take reasonable measures to ensure that the organisation is managed and directed in a manner that is consistent with its mission. Further, the duty of care requires the Directors to be attentive to the concerns expressed by the organisation’s counsel and follow directives concerning the confidentiality of advice and overall legal strategy approved by the Board of Directors or the officers for dealing with particular problems or issues that may arise.

Duty of Inquiry

The duty of inquiry generally requires that a Director take such steps as are necessary to be sufficiently informed to make decisions on behalf of the organisation and participate in the Board of Directors’ activities. In satisfying this duty, Directors must balance against competing considerations, such as the organisation’s obligations relating to confidentiality of information received from third parties, privacy rights of employees and others who deal with the organisation, attorney-client privilege relating to legal proceedings or legal advice to the organisation, and protection against disclosures of information which may damage the organisation’s business, property, or other interests.

Duty of Loyalty

The duty of loyalty generally involves the protection of the organisation’s interests in its business, properties, assets, employees, and legal rights, avoidance of conflicts of interest or self-dealing on the part of Directors, and serving the interests of the organisation and not the interests of any other person or group, including a constituency of the organisation which caused the Director to be selected.

Duty of Prudent Investment

Directors of a non-profit corporation are required, in the management of the organisation’s investments, to avoid speculation and to comply with any applicable standards in the organisation’s Articles, Bylaws, or the terms of any gift or grant of funds to the corporation.

Similar standards of legal accountability apply if the Corporation opens international offices. There has been some discussion among the ICANN community about potential review of ICANN’s legal status in the context of its further internationalization. Whatever may emerge out of these discussions, if anything, ICANN is committed to maintaining the same standards of external accountability to those outlined above.

Internal Accountability: The ICANN Bylaws

ICANN’s Bylaws are the internal rules by which the Corporation operates.

The Bylaws state that the powers of ICANN and all property and business and affairs are to be conducted by or under the direction of the Board. The Board may act only by a majority vote of all members of the Board at any annual, regular, or special meeting of the Board, or by unanimous written consent of all voting members.

The Bylaws also require ICANN to have in place a process by which any person or entity may request review or reconsideration of actions by the Board that materially impact an individual or entity. This is outlined further in the framework for Dispute Resolution at ICANN.

The Bylaws can only be altered and new Bylaws adopted by a two-thirds (2/3) vote of all members of the Board.

In addition, under the Bylaws if the Board is considering policies for adoption that substantially affect the operation of the Internet or third parties, including the imposition of any fees or charges, ICANN must:

• Provide public notice on its website explaining what policies are being considered for adoption and why, at least twenty-one days (and if practical, earlier) prior to any action by the Board.
• Provide a reasonable opportunity for parties to comment on the adoption of the proposed policies, to see the comments of others, and to reply to those comments prior to any action by the Board.
• In those cases where the policy affects public policy concerns, request the opinion of the Governmental Advisory Committee (GAC) and take into account any advice presented by the GAC on its own initiative or at the Board’s request.
• Where it is both practically feasible and consistent with the relevant policy development process, an in-person public forum also must be held for discussion of any proposed policies prior to any final Board action.
• After taking action on any policy subject undertaken through this process, the Board must publish in the meeting minutes the reasons for any action taken, the vote of each Director voting on the action, and the separate statement of any Director who chooses to publish such a statement.

Internal Accountability: The Representative Composition of the ICANN Board

Although the powers of the Board are clearly set out in the Bylaws, the Board derives an important aspect of its validity from the diverse and global nature of its membership. The ICANN Board draws its membership from community selection and through a Nominating Committee. The Nominating Committee membership is also drawn from amongst the community.

The Board is constituted as follows:

• Six members of the Board (Directors) are elected from the ICANN Supporting Organisations (two each from the Address Supporting Organisation (ASO), the Country-Code Names Supporting Organisation (ccNSO), and the Generic Names Supporting Organisation (GNSO)).
• The President is a voting member of the Board.
• Eight members are selected by the Nominating Committee. (A description of the Nominating Committee composition and process follows.) These Nominating Committee appointees are selected on strict criteria including intelligence and integrity, a broad experience of the Internet community, and an understanding of ICANN’s mission. The Nominating Committee also is required to select candidates in such a way as to maintain the geographical diversity of the ICANN Board.

In addition, there are six non-voting liaisons, one each from:

• The Governmental Advisory Committee
• The Root Server System Advisory Committee
• The Security and Stability Advisory Committee
• The Technical Liaison Group (which represents the European Telecommunications Standards Institute, The International Telecommunication Union’s Telecommunications Standardisation Sector, the World Wide Web Consortium, and the Internet Architecture Board)
• The At-Large Advisory Committee
• The Internet Engineering Task Force

The liaisons participate in Board discussions and bring the views of their respective groups to the Board table.

The Bylaws lay out the term for each Director and the process for removing a Director from office, if necessary (see Article VI, Section 11).

The Board meets regularly throughout the year, usually by telephone conference. These are called Special Board meetings. Regular Board meetings are held three times per year (including the Annual Meeting), and these meetings are open to the public (either in person or through streaming media). A detailed Preliminary Report of each Board Meeting is posted on the ICANN website shortly following each meeting. That report then forms the minutes subject to approval by the Board.

Apart from the Nominating Committee appointments, the other positions on the Board are derived from a bottom-up selection process. That is, appointments come from the Supporting Organisations and Advisory Committees.

The Nominating Committee

The Nominating Committee is responsible for the selection of eight of the voting members of the Board. Its membership is drawn from the community.

The Chair of the Nominating Committee is appointed by the Board and is responsible for the smooth running of the committee process. However, the Chair of the Nominating Committee cannot vote. The immediately previous Nominating Committee Chair acts as a non-voting advisor.

The committee is made up of 18 volunteers including the chairman. It is composed of voting members from:

• The At-Large Advisory Committee (5 members)
• The Business Users Constituency of the GNSO (2 members, one representing small business users and one representing large business users)
• The gTLD Registry Constituency of the GNSO
• The gTLD Registrar Constituency of the GNSO
• The Internet Service Providers Constituency of the GNSO
• The Intellectual Property Constituency of the GNSO
• The Council of the ccNSO
• The Council of the ASO
• An entity designated by the Board to represent academic and similar organisations
• Representatives of consumer and civil society groups selected by the Non-commercial Users Constituency of the GNSO
• The Internet Engineering Task Force
• The Technical Liaison Group

The Nominating Committee also has 3 non-voting liaison representatives, one each from:

• The Root Server Advisory Committee
• The Security and Stability Advisory Committee
• The Governmental Advisory Committee

With this membership, the Nominating Committee is extremely representative of the ICANN community and well placed to select appropriate members for the ICANN Board.

The size of the committee and the breadth of representation ensure that it is not able to be captured by one interest group and that it is not possible for any individual to force their ideas onto others.

Internal Accountability: Senior Staff

The senior staff of ICANN serve as officers of the organisation and are elected annually by the Board. The Bylaws require the designation of the President, Secretary, and Chief Financial Officer. The Board appoints the President and CEO and permits the Board to designate other officers on an annual basis. The Board also has the ability to remove any officer by a two-thirds vote of the Board and each officer is subject to ICANN’s conflict of interest policies. Like Board members, these officers have fiduciary responsibilities to the corporation and are legally bound to uphold those obligations.

FINANCIAL ACCOUNTABILITY AT ICANN

Trustworthy and transparent financial management is critical to maintaining high standards of accountability within ICANN. There are three stages in the ICANN financial accountability framework: planning, monitoring, and reporting.

Planning

The planning element encompasses Strategic Planning, Operational Planning, and budgeting.

During the first six months of each fiscal year, ICANN develops its three-year strategic plan. During the second six months of each fiscal year, ICANN develops the operating plan and the budget for the next fiscal year. Each of these elements of the planning phase is developed through a thorough, multi-phase process of consultation with the ICANN community.

Strategic Plan

• The Strategic Plan outlines the strategic priorities for ICANN over a three-year period. It is updated annually to reflect changes in the environment in which ICANN operates and the changing needs of the ICANN community. The strategic planning process begins with consultation with the ICANN community to gain initial input to the plan. This usually takes place at an ICANN meeting where sessions are conducted in several languages and also through online forums or similar tools.
• Based on this input, an issues paper is compiled that summarises the main opportunities and challenges for ICANN over the coming three years, and a list of key priorities to address those opportunities and challenges. Consultation is undertaken on this issues paper by posting it for comment on the ICANN website.
• Based on this feedback, a draft plan is developed and posted for comment. Consultation is undertaken with the community on the draft plan through online forums and at the ICANN meeting held in the last quarter of the calendar year with sessions conducted in multiple languages. The plan is refined to reflect comments from the community, with each draft being posted for consultation.
• The final version of the plan is submitted to the Board for approval at its December meeting.
• The approved plan is posted on the ICANN website and previous plans are also available.

Operating Plan

• The Operating Plan is a one-year plan that turns the priorities identified in the Strategic Plan into action.
• An initial draft of the Operating Plan is prepared by ICANN staff in the first two months of the calendar year.
• The Operating Plan draft contains details of ongoing operations and special projects developed to address strategic priorities. This draft plan is posted for community comment and consultation sessions are conducted at the first ICANN meeting of the calendar year.
• The plan is redrafted based on the feedback received and posted for further comment. Another round of consultation is conducted at the second meeting of the calendar year. After any necessary redrafting, the Operating Plan is submitted to the Board. The current Operating Plan and previous plans are available on the ICANN website.

ICANN Budget

• The ICANN Budget is developed in parallel with the Operating Plan.
• The budget is adjusted in line with comments received during consultation about the Operating Plan and a draft budget is posted for community comment in May.
• Based on feedback received, a further draft is prepared and posted.
• Community consultation is undertaken at the second ICANN meeting of the calendar year with sessions conducted in multiple languages.
• The budget is fine-tuned on the basis of comments received and the final version of the budget is presented to the Board for approval in June. The approved version of the budget is posted on the ICANN website.
• As a final step in the consultation process, the registrar fee structure contained in the Budget must be approved by two-thirds of the gTLD registrars using the methodology contained in the Registrar Accreditation Agreement.

Monitoring

Once the budget is approved by the Board, there are several checks and balances built into the ICANN financial accountability framework. The ICANN Board has two committees that review ICANN’s financial affairs: the Finance Committee and the Audit Committee.

Finance Committee

• The Finance Committee of the ICANN Board is responsible for consulting with the President on the annual budget process of the corporation; for reviewing and making recommendations on the annual budget submitted by the President; and for developing and recommending long-range financial objectives for the corporation. In consultation with the President, the Finance Committee may establish such budget tracking and reporting standards as are appropriate to the needs of the committee and the Board.

Audit Committee

• The Audit Committee of the ICANN Board is responsible for recommending the selection of an independent external auditor each year to conduct a thorough audit of ICANN’s financial affairs; for receiving, reviewing, and forwarding to the Board the annual financial report of the independent external auditors; for publishing that report for public consumption; and for such other matters as may warrant its attention.

These committees meet regularly throughout the year to monitor the financial health of the organisation and to check that high standards of financial accountability are being upheld.

Reporting

There are two elements of reporting in the ICANN financial accountability framework: the audited financial accounts and the Annual Report.

Financial Accounts

• Within 120 days of the end of the fiscal year, the Audit Committee presents to the Board a final audited set of accounts for the year, along with an audit report that examines the standard of compliance with accounting standards.
• The final accounts are posted on the ICANN website for the information of the ICANN community.

Annual Report

• ICANN also publishes an Annual Report that details progress on the initiatives identified in the Strategic and Operating Plans and in the budget.
• It provides feedback to the community on achievements during the year.

DISPUTE RESOLUTION AT ICANN

ICANN has a three-part dispute resolution process available to members of the community who feel that they have not been dealt with fairly or who believe that due process has not been followed in a Board decision making process.

Members of the community may choose whichever of these schemes is most appropriate to their needs. The provision of and preference for alternative dispute resolution is because these are transparent and flexible whilst being accountable.

 

 

ICANN DOCUMENTARY INFORMATION DISCLOSURE POLICY

ICANN’s Documentary Information Disclosure Policy (DIDP) is intended to ensure that information contained in documents concerning ICANN’s operational activities, and within ICANN’s possession, custody, or control, is made available to the public unless there is a compelling reason for confidentiality.

A principal element of ICANN’s approach to transparency and information disclosure is the identification of a comprehensive set of materials that ICANN makes available on its website as a matter of course.

Specifically, ICANN has:

• Identified many of the categories of documents that are already made public as a matter of due course
• Developed a time frame for responding to requests for information not already publicly available
• Identified specific conditions for nondisclosure of information
• Described the mechanism under which requestors may appeal a denial of disclosure

Documents Made Public in Due Course

ICANN posts on its website at www.icann.org, numerous categories of documents in due course. A list of those categories follows:

Responding to Information Requests

If a member of the public requests information not already publicly available, ICANN will respond, to the extent feasible, to reasonable requests within 30 calendar days of receipt of the request. If that time frame will not be met, ICANN will inform the requester in writing as to when a response will be provided, setting forth the reasons necessary for the extension of time to respond. If ICANN denies the information request, it will provide a written statement to the requestor identifying the reasons for the denial.

Defined Conditions for Nondisclosure

ICANN has identified the following set of conditions for the nondisclosure of information:

• Information provided by or to a government or international organisation, or any form of recitation of such information, in the expectation that the information will be kept confidential and/or would or likely would materially prejudice ICANN’s relationship with that party.
• Internal information that, if disclosed, would or would be likely to compromise the integrity of ICANN’s deliberative and decision-making process by inhibiting the candid exchange of ideas and communications, including internal documents, memoranda, and other similar communications to or from ICANN Directors, ICANN Directors’ Advisors, ICANN staff, ICANN consultants, ICANN contractors, and ICANN agents.
• Information exchanged, prepared for, or derived from the deliberative and decision-making process between ICANN, its constituents, and/or other entities with which ICANN cooperates that, if disclosed, would or would be likely to compromise the integrity of the deliberative and decision-making process between and among ICANN, its constituents, and/or other entities with which ICANN cooperates by inhibiting the candid exchange of ideas and communications.
• Personnel, medical, contractual, remuneration, and similar records relating to an individual’s personal information, when the disclosure of such information would or likely would constitute an invasion of personal privacy, as well as proceedings of internal appeal mechanisms and investigations.
• Information provided to ICANN by a party that, if disclosed, would or would be likely to materially prejudice the commercial interests, financial interests, and/or competitive position of such party or was provided to ICANN pursuant to a nondisclosure agreement or nondisclosure provision within an agreement.
• Confidential business information and/or internal policies and procedures.
• Information that, if disclosed, would or would be likely to endanger the life, health, or safety of any individual or materially prejudice the administration of justice.
• Information subject to the attorney–client, attorney work product privilege, or any other applicable privilege, or disclosure of which might prejudice any internal, governmental, or legal investigation.
• Drafts of all correspondence, reports, documents, agreements, contracts, emails, or any other forms of communication.
• Information that relates in any way to the security and stability of the Internet, including the operation of the L Root or any changes, modifications, or additions to the root zone.
• Trade secrets and commercial and financial information not publicly disclosed by ICANN.
• Information requests: (i) which are not reasonable; (ii) which are excessive or overly burdensome; (iii) complying with which is not feasible; or (iv) are made with an abusive or vexatious purpose or by a vexatious or querulous individual.

Information that falls within any of the conditions set forth above may still be made public if ICANN determines, under the particular circumstances, that the public interest in disclosing the information outweighs the harm that may be caused by such disclosure. Further, ICANN reserves the right to deny disclosure of information under conditions not designated above if ICANN determines that the harm in disclosing the information outweighs the public interest in disclosing the information.

ICANN shall not be required to create or compile summaries of any documented information, and shall not be required to respond to requests seeking information that is already publicly available.

Appeal of Denials

To the extent a requestor chooses to appeal a denial of information from ICANN, the requestor may follow the Reconsideration Request procedures or Independent Review procedures, to the extent either is applicable, as set forth in Article IV, Sections 2 and 3 of the ICANN Bylaws, which can be found at http://www.icann.org/general/bylaws.htm.

ICANN CONSULTATION PRINCIPLES

ICANN is based on a multi-stakeholder model that develops policy through a bottom-up, consensus-driven process. ICANN’s values contained in the Bylaws set out the importance of consultation in the ICANN process:

4. Seeking and supporting broad, informed participation reflecting the functional, geographic, and cultural diversity of the Internet at all levels of policy development and decision-making.

7. Employing open and transparent policy development mechanisms that (i) promote well-informed decisions based on expert advice, and (ii) ensure that those entities most affected can assist in the policy development process.

(Article I, Section 2)

Furthermore, ICANN consults in other aspects of its operations beyond policy development, including strategic planning, operational planning, and budgeting.

The ICANN Bylaws set out clear frameworks for aspects of consultation, particularly those associated with policy development.

This document does not override or replace any of the Bylaws requirements. However, given the importance of consultation to the ICANN community, this document establishes a set of principles that guide consultation that takes place within the ICANN community.

Principles

In consulting with the ICANN community, ICANN seeks to uphold the following principles.

To maximize the ease of participation in any consultation, ICANN will:

• Provide information on upcoming issues as far in advance as possible to give the community time to respond
• Maintain a calendar of forthcoming and current consultations so that the ICANN community can be aware of times when their views will be sought on issues
• Use online forums as the basic mechanism for conducting consultation
• Provide sufficient context and background material to enable participants to understand the issues on which they are being asked to comment
• Make clear the purpose of the consultation and the way in which comments will be used
• Use developments in technology to enhance the consultation process
• Follow the ICANN translation policy, with relevant documents and questions being translated and posted according to that policy
• Except where Bylaws stipulate otherwise, ensure the minimum time for a comment period will be 21 days
• Maintain a public participation site that encourages the community to discuss particular issues ahead of time and so clarify arguments and positions early on. If necessary, specific web pages, forums, and chat rooms can be quickly set up to cater to demand

To encourage active debate of issues, ICANN will:

• Explore interactive approaches to comments that encourage discussion and resolution between members of the community
• In the spirit of the values contained in the Bylaws, proactively seek comment from those entities most affected by an issue

To maximize transparency of the consultation process, ICANN will:

• Make all comments visible to the community
• Require that all comments be tagged with the sender’s name and any relevant affiliation (where the individual is speaking on behalf of a group). Where the respondent is an ICANN Supporting Organisation, Advisory Committee, or constituency group, some indication should be given of the process that was used to develop the comment and the parties who took part in that process
• Post a summary of comments at the end of each comment period and in the same place as the comments
• Post an analysis of the comments
• Explain how the input will be used
• Make clear wherever possible the impact of online participation on decisions
• Request explicit reference and discussion of that summary by the relevant body while discussing the topic under consideration

To maximize the effectiveness of the consultation process, ICANN will:

• Conduct annual reviews of the consultation process

ICANN TRANSLATION PRINCIPLES

ICANN will provide timely and accurate translations, and move from an organisation that provides translation of texts to one that is capable of communicating comfortably with a range of different languages.

The translation framework comprises a four-layer system:

• The bottom layer contains those specific documents and publications that address the organisation’s overall strategic thinking. They will be translated into an agreed block of languages.
• The next layer contains a class of documents that ICANN undertakes to provide in different languages to allow interaction within ICANN processes by non-English speakers.
• The third layer comprises documents suggested by ICANN staff as being helpful or necessary in ongoing processes; and documents requested by the Internet community for the same reasons. These documents will be run through a translation approval system.
• The top layer is where the community is encouraged to use online collaborative tools to provide understandable versions of ICANN materials as well as material dynamically generated by the community itself. ICANN will provide the technology for community editing and rating, and a clear and predictable online location for this interaction to occur. It will also seek input from the community to review the tools.

English will remain the operating language of ICANN for business consultation and legal purposes.

Every effort will be made to ensure equity between comments made in languages other than English and those made in English. If it is not possible to arrange the release of particular documents in the agreed languages at the same time, then each language will be provided with the same time period in which to make comments.

ICANN will adopt the International Organisation for Standardisation’s 639-2 naming system for identifying and labeling particular languages.

ICANN CODE OF CONDUCT

Those who take part in ICANN multi-stakeholder process including Board, staff and all those involved in Supporting Organization and Advisory Committee councils undertake to: