ICANN Nominating Committee
Subcommittee on Conflicts of Interest

3 May 2003
Posted: 24 May 2003

Charge to the Subcommittee on Conflicts of Interest

NomCom members developed and reached consensus on a Code of Ethics to which all NomCom members and NomCom staff have expressed their commitment to adhere. The Code of Ethics includes the following statement on Conflicts of Interest:

"NomCom members are expected to adhere to the ICANN Conflicts of Interest Policy). Each NomCom member must disclose promptly to the Chair any financial or other relations that might affect (or might reasonably be seen to affect) his/her performance on the Committee, including any financial connections to any individual under consideration by the NomCom. A Subcommittee will be formed by the Chair to review disclosed conflicts or potential conflicts and to determine how to handle them. NomCom members must recuse themselves from participation in discussion and voting where such conflict exists." [Excerpt from NomCom Procedures, Section A, paragraph 1]

The NomCom Subcommittee on Conflicts of Interest is charged to administer and monitor compliance with the ICANN Conflicts of Interest Policy as applicable to the work of the NomCom. [For the ICANN Conflicts of Interest Policy see http://www.icann.org/committees/coi/coi-policy-04mar99.htm].

The Subcommittee's duties and those of NomCom in relation to conflict of interest matters are described below:

1. The Subcommittee will take appropriate steps to ensure that the NomCom members and NomCom staff remain aware of their responsibilities for prompt disclosure to the Chair of NomCom of the existence and nature of any financial or other relations that might affect (or reasonably be seen to affect) his/her performance on the Committee, including any financial connections to any Candidate or employer of any Candidate under consideration by the NomCom. This disclosure must be made prior to the NomCom's detailed discussion surrounding the Candidate concerned.

The NomCom Chair will refer disclosures from members and staff of the NomCom to the Subcommittee and will also refer to the Subcommittee any actual or potential conflicts of interest that are identified otherwise. For matters pending before the full NomCom, a referral to the Subcommittee on Conflicts of Interest will not be required where the NomCom member or NomCom staff concerned fully discloses to the NomCom his or her financial or other interest and abstains from participation in the NomCom's consideration of the matter. The disclosure may be made either to the NomCom members involved in the discussion(s) or meeting(s) during which abstention occurs, or beforehand to the NomCom Chair.

2. Once actual or potential conflicts of interest have been referred to the Subcommittee, the disinterested members of the Subcommittee on Conflicts of Interest shall promptly determine whether a conflict of interest exists. Except as provided for in paragraph 2, the NomCom shall not vote or reach consensus on a matter under its consideration, including but not limited to determining or carrying out its processes for selection of Nominees, in connection with which an actual or potential conflict of interest has been disclosed until such time as the Subcommittee on Conflicts of Interest has addressed the actual or potential conflict of interest.

3. Where a matter has been referred to the Subcommittee on Conflicts of Interest and the Subcommittee has concluded that a conflict of interest exists, the Subcommittee will notify the Chair of NomCom and the NomCom member or NomCom staff concerned of the necessity of the member's or staff's abstention from participation in the NomCom's consideration of the matter in question. Where appropriate, the Subcommittee will determine the extent of the abstention required.

4. If the Subcommittee on Conflicts of Interest has reasonable cause to believe that a NomCom member or NomCom staff has failed to disclose an actual or potential conflict of interest, it shall inform the NomCom member or NomCom staff of the basis for such belief in writing and afford the NomCom member or NomCom staff a written opportunity to explain the alleged failure to disclose. The written communications shall be made via e-mail or fax.

If, after considering the response of the NomCom member or NomCom staff and making such further investigation as may be warranted in the circumstances, the Subcommittee on Conflicts of Interest determines that the NomCom member or NomCom staff has in fact failed to disclose an actual or potential conflict of interest, it shall recommend to the NomCom appropriate disciplinary and corrective action. In the case of a NomCom staff failure to disclose, the NomCom will also refer the matter to the Corporation.

5. The violation of the Conflict of Interest policy is a serious matter and may constitute "cause" for removal of the NomCom member by NomCom in accordance with its Procedures or termination of the NomCom staff in accordance with the Corporation's policies.

6. The Subcommittee on Conflicts of Interest shall keep records of its proceedings.

a. The Minutes of the Subcommittee on Conflicts of Interest shall contain:

(1) The names of NomCom members found to have a material financial interest or other relation in connection with an actual or possible conflict of interest; the nature of the financial interest or other relation; any action taken to determine whether a conflict of interest was present; and the decision of the Subcommittee on Conflicts of Interest as to whether a conflict of interest in fact existed.

(2) The names of the persons who were present for discussions and votes relating to the actual or potential conflict of interest; the content of the discussion; and a record of any votes taken in connection therewith.

b. The Subcommittee shall also keep sufficient records to be able to report to NomCom and, upon request, to the Corporation on the matters referred to the Subcommittee and their resolution. At the time the 2003 Nominating Committee completes its term and is discharged, the Chair will arrange for one anonymized report of conflict situations to be sent to the Corporation for the purpose of building a tradition for how to handle conflicts of interest.

7. In connection with a conflict of interest, the Minutes of the NomCom shall contain the names of the persons who were present for discussions and votes relating to the NomCom matter concerned; the content of the discussion, and a record of any votes taken in connection therewith.