Board Committee Reports
Friday, 30 October 2009
ICANN Meeting
Seoul, Korea

>> Good morning, ladies and gentlemen.  Let's welcome chairman,
board of ICANN, Peter Dengate Thrush.
[Applause]

>>PETER DENGATE THRUSH:  What a nice welcome for an early morning
start after a hard week.  Thank you very much.

Let's begin with the -- a series of reports.  This is something that
we changed a few meetings ago to make sure that we gave more time to
the public forum.  We used to do these reports as part of the public
forum, and instead to give more open microphone time, we've changed
this around slightly, so now there's a block of formal reports and I
think that's working quite well.  Certainly the community seems to
have responded well to the microphone and used it to the full extent
yesterday.

So we begin with a series of reports from board committees.  These
are largely unsung exercises in that a lot of work goes on on the
board committees keeping the engine of ICANN running.  A lot of them
are directed not so much to the policy-making process, which goes on
in public, but to the corporate matters of making sure that the
organization keeps running.  Another one of the obligations of being
a director.

So if we could put up the first slide about board committees, that
will take us to a list of them.  These were restructured a year or so
ago, when I became chair, just out of a sense of reorienting board
effort into areas of the greatest concern and the greatest corporate
responsibility.

One that we've always had, though, is an Audit Committee that's
chaired by Rita Rodin Johnston, who sends her apologies.  She was
called away, I gather, just as she was putting her bag -- is that
Rita trying to join?

>>RITA RODIN JOHNSTON:  Hi.

>>PETER DENGATE THRUSH:  There you go.  Good morning, Rita.  We were
just mentioning your name and you flew in from New York and it's
fantastic.  The technology is -- Skype is working and we can see you
on a screen at the back of the stage, Rita.  You look as if you're
sitting between Suzanne and Harald.

[Laughter]

>>PETER DENGATE THRUSH:  Except that you look --

>>RITA RODIN JOHNSTON:  That's a good spot.

>>PETER DENGATE THRUSH:  Except you look much more comfortable and
relaxed than we all do.  Rita we'll come to you in a moment, if you
can, to do the board report.  If not, I know you've arranged for
someone here to handle that for you, so welcome.

>>RITA RODIN JOHNSTON:  Thank you.

>>PETER DENGATE THRUSH:  The next committee is the Board Governance
Committee, which deals with a lot of very important matters,
including some that you will see the fruits of later in the morning. 
The Board Governance Committee is -- focuses on making sure the board
runs effectively.  It looks at issues like training of board members,
the induction program when they arrive, making sure that we review
ourselves and keep checking that we're performing accurately.  And
the most important thing is, as we'll see later in the morning, is
the preparing of a slate of officers for the board itself.  So it's --
the BGC is tasked with creating a slate including the chairman of the
board, the vice chairman of the board, chairman of all these
committees and then populating all these committees with directors
and liaisons.  So a major piece of work and Dennis Jennings will take
us through that.

Then as you would expect, there's a finance committee.  Finance --
it's probably self-evident to any of you who are involved in any way
in the world will understand the necessity for a finance committee. 
That's chaired by Rajasekhar Ramaraj.  It has a series of
responsibilities.  Perhaps the most visible one is the preparation
and discussion through the discussion with the community of the ICANN
budget.  But it's constantly working on all aspects of the finances,
including, for example, developing a reserves policy and then
monitoring through the staff the performance of the reserve fund.

One of ICANN's most important functions of course is managing the
IANA function, and we have a committee headed by Harald Alvestrand
that looks into all of the IANA matters, keeps track of the
performance, consumer satisfaction, and changes to policies that may
be necessary for IANA.

Again, a new committee.

As is the next one, the public participation committee.  Public
participation is enormously important for ICANN.  We have a lot of
activities which depend crucially on public participation.  For
example, submissions on policy development processes.

Coming to meetings, the content of the meetings, the structure of
the meetings.  So we formed a public participation committee a short
while ago and we've been very well led there by Jean-Jacques
Subrenat, and one of the fruits of their labors was the development
of a public document process.  Part of that work has included
creating the document blackout, so that documents, to the extent
possible, all the documents that we've been discussing at this
meeting have been available for 15 days prior to the meeting.

So they're focusing on making sure that the community can
participate as they're required to do, and that's been ably staffed
as you heard yesterday by Kieren McCarthy, who is the manager of
public participation, and whose departure we recognized yesterday.

Next is a new committee, the risk committee.  This is a focus on
making sure that all of the potential risks to the business and the
operations of ICANN are assessed, to the extent possible, and
remediation steps put in place.

Ably chaired by my and tip on tee and colleague, Bruce Tonkin.  And
last, another important new committee, the structural improvements
committee.  This took over the work that had been -- had ended up in
the Board Governance Committee of managing the ongoing complex and
highly important review process.  These are the reviews under the
bylaws that are mandated.  And as you know, we're going through GNSO
review, we're going through board review, and a number of others that
you'll be involved in.

This is the committee that manages that process, that helps appoint
the working groups, find the outside consultants, and then reports
back and ably chaired by vice Chairman Roberto Gaetano.  

So if we go to the next slide, please, each committee has prepared a
report on the major work prepared since Sydney, and this is reporting
to you on that.  And in conformance with one of our own processes,
I'm delighted to report that they were all posted for review before
the Seoul meeting came, so you have had access to those.  And they
can be found at that Web site.  For committee reports.

So with that, let's move to the Audit Committee now.  Rita, I see
you've moved from being between Harald -- oh, there you are.  Rita,
would you like to handle the presentation of the Audit Committee
report or would you like me to ask Harald who, know you've had on
standby to do that?

>>RITA RODIN JOHNSTON:  I just need to look at my computer and
someone said I was really loud.  If it's disturbing, I'm happy to
have Harald do it, if you can hear me, I'm happy to do it myself.

>>PETER DENGATE THRUSH:  If you're able to do it yourself, let's do
that.  So over to you, Rita.

>>RITA RODIN JOHNSTON:  Okay.  Sure.  Thank you, Peter.

So the Audit Committee, as Peter mentioned, has been busy since
Sydney.  We got our fiscal year '09 audit report from our auditors,
and we have spent time with them going over it and reviewing it.

The good news is that the auditors issued a very clean opinion for
ICANN, and the financials will be posted, I understand, shortly, and
you should have -- is there a slide in the audience for the Audit
Committee report?

There is a -- there will and URL posted and the report will be
posted for everyone to review.

Additionally, some of the things that the Audit Committee has been
doing is discussing how we can have the ICANN Audit Committee engage
in best practices, and we had best practices training session a
couple of months ago in Marina del Rey and have been working with our
staff and our external auditors to understand a little bit of what
we're doing and how we can improve some of our practices, and one of
the things that we're particularly looking into is whether we can
have an internal audit function at ICANN, which will enable us to
drill down a little bit on some additional best practices for audit
committees and for organizations.

The other major thing that's happening is that there's an IRS Form
990 and the board and the audit committee particularly asked the
staff to prepare some training for board members so that we can
understand all of our responsibilities with respect to this new Form
990.

So we had a good meeting in Seoul.  We have a bunch of other work to
do so we're going to try to schedule another meeting before Nairobi,
and those are the high points and I'm happy to answer any questions
that people may have.

>>PETER DENGATE THRUSH:  Thank you, laity.  I'll relay questions to
you from the floor if there are any.  Are there any questions of the
chair of the board Audit Committee?

Any comments from any other members of that committee?

If not, thank you, Rita.  We'll accept that report formally later in
the board meeting.  Thank you very much.

>>RITA RODIN JOHNSTON:  You're welcome.  Thank you, Peter.

>>PETER DENGATE THRUSH:  We move, then, to the report of the Board
Governance Committee and I call on Dennis Jennings, the chair that
have committee, to give us the report.  Dennis.

>>DENNIS JENNINGS:  Thank you, Peter. -- in front of you.  If you
could put up the next slide, please.  These are the things that we
have been involved in recently.  One of the things that has taken
some time is getting minutes out from the committees, and so we've
been developing and leading a best practice for the online approval
of minutes using online tools, to try and get them out faster to the
community, rather than wait for the next committee meeting to approve
them which might and month or more.  We're trying to get them out
within a week.

In relation to the nominating committee, our current tasks are to
recommend to the ICANN board a candidate for the chair and a
candidate for the research and academia representative and this we
did successfully this year.

And most importantly, ICANN has a conflicts of interest policy which
we reviewed and revised and finalized, and we also implemented that
and got conflict of interest statements from all directors and
reviewed them, so that the Board Governance Committee is clear where
the potential conflicts might arise when committee member -- when
board members are discussing various activities on the board.

Next slide, if you would.

We developed a -- this is very important, as Peter has said.  Every
year, the Board Governance Committee is required to develop a slate
of candidates for the leadership roles within the ICANN board, and to
have those approved at the AGM.  This covers the chair, the vice
chair, the committee chairs, and the membership of each committee.

We've taken a slightly different approach this year, in that we have
decided that, as a BGC, that it would be more effective to have board
members on a smaller number of committees than has been the practice
in the past, and to have smaller committees, with the concomitant
responsibility on board members to focus on those two, usually,
committees and to work on them.

One of the aspects of good boards is that they assess themselves
from time to time, usually annually, and use some sort of self-
assessment tool to find out how well they're working, how well the
chair is performing the chair's duties, and in some cases -- and we
haven't got to this yet -- reviewing the performance from the
perspective of the whole board of each board member.

We tested an online system for doing that during the year.  We
recommended it to the board that we undertake a self-assessment of
the chair and of the whole board, and we have completed that and are
reviewing the results and working in various board sessions to
understand the results and to see what indications they have for
improvement of our collective performance.

Something that we started last year was to improve the board
induction processes and the ongoing training processes, to make sure
that every board member has the tools and understanding to contribute
effectively to the committees and to the board, and that's ongoing,
and we have had some training programs in audit and on risk
management which we have -- which the staff have run for us.

Next slide.  Is there another slide or is that it?

No, we have, indeed, most recently you may remember that the board
agreed to establish a board/GAC working group.  We have set up the
ICANN board membership of that.  We've recommended that to the board.
That's been approved, and at this meeting we will have in front of us
the terms of reference for the board/GAC working group, which have
been developed by the working group.  Co-chair on our side is Ray
Plzak, co-chair on the GAC side is Heather Dryden, and those terms of
reference are in front of us.

Increasingly, the idea of independence of directors is important,
and we have discussed that.  It's under the new regulations in the --
for U.S. California not-for-profit corporations, the requirements of
independence of a majority of board members are more strict.  We
reviewed that.  

And as indicated earlier, we've initiated discussions on how to
improve board performance, not only through induction and training,
but also looking at board processes and seeing if we can improve
those processes to become more efficient.

And that, I believe, is the report of the Board Governance Committee
chair.  Thank you.

>>PETER DENGATE THRUSH:  Thank you, Dennis.  Are there any questions
from the floor of the chair of the Board Governance Committee?  Very
full slate of activities and thank you, Dennis.  Any comment from any
other committee members, or board questions?  If not, we'll move to
the next one, which is the finance committee, and I call on
Rajasekhar Ramaraj. to give us the report from the board finance
committee.  Ram.

>>RAJASEKHAR RAMARAJ:  Thank you, Peter.  The committee's report has
been out there and posted for about two weeks, so I'll just touch
upon a few highlights of the last one year.

One focus of the finance committee has been to enhance transparency,
and towards this, you would have seen much better reporting, clarity
on functional reporting, clarity on expenses grouped by different
support organizations, and so one focus to be continued is to see how
we can enhance better reporting, better cost allocation, and more
transparency.

So reporting -- and you'll see all these reports on the dashboard.

So one has been enhanced transparency through better reporting.

On the reserve fund, I have good news, that the reserve fund is
actually in the black.  Just so.  We have about 44 million in the
reserve fund, and that policy got reviewed in Sydney to see, under
these market conditions, whether our investment policies continue to
be valid, and we got inputs from an outside party that it is so.

We've also looked at a couple of initiatives on enhancing
accountability, and this is -- and you'll see shortly a framework on
both procurement and on director expenses and that is a work in
progress, and that will be out in terms of a procurement policy and
more accountability on some of these areas.

On the budgeting for the year that we are in, FY '10, I had
mentioned in Sydney that staff and finance committee would like to
have the opportunity to review how that budget is progressing, the
revenue streams in these market conditions.  We wanted to be sure
that those revenue streams continued to be robust, and there have
been some expenses, especially with the AoC and a few other things,
that may get enhanced, so we would like to take the opportunity to
review and come back to the community, maybe over the next few weeks,
in case there are any proposed changes.

But the budget would be reviewed just to be sure that both revenue
and expenses are within the proposed limits.

Lastly, while we continue to focus on better transparency and
accountability, going forward this year we're going to look at a few
strategic issues, in terms of lines of revenue, how sustainable are
some of these, what else should we be looking at, financial risks,
and some areas that are strategic to ICANN.

So that's broadly our committee's work.  If there are any questions,
I'd be happy to answer.

>>PETER DENGATE THRUSH:  Thanks, Ram.  Are there any questions?

I see somebody striding purposefully to the microphone and assume
that it's a question.  Thank you, Marilyn.

>>MARILYN CADE:  Thank you.  My name is Marilyn Cade.  I do have a
question that may come up at a different time or may need to be
deferred, but let me pose it.

In the past, we have, as a community, made comments on the idea of
other forms of revenue other than the present approach, which is
identifying small amounts of revenue based on registrant fees and
having those aggregated and passed to ICANN via registry and
registrar fees.

Although in the past I had spoken in support of that, I increasingly
am concerned that that would actually encourage ICANN to perhaps put
itself in a difficult situation in relation to adhering to its
responsibilities in acting in the public interest.  So will your
committee look at that existing approach which is still codified in
the strategic plan, and examine whether it is still appropriate or
how it would fit in relation to the AoC?

I understand that might be a strategic planning question, and am
happy to have it deferred.

>>PETER DENGATE THRUSH:  Thank you, Marilyn.  It's obviously a very
fundamental one in relation to the financing of ICANN.  Ram, have you
-- has the committee spent any time -- do you want to respond?  Thank
you.

>>RAJASEKHAR RAMARAJ:  Thanks, Marilyn.  I think it's something
that's been in the minds of the finance committee and staff, seeing
what else we ought to do in terms of bolstering the revenue streams
and so one step we took last year was to, first of all, identify
costs that will being spent today, to support some of the
organizations.  So, you know, it's highlighted what's the money being
spent to the at-large, to the cc community and all of that was first
to let the community know that the expense heads are, and now we're
looking at seeing what are possible revenue streams that we could
then look at.  So that's part of the strategic workshop that we're
looking towards.

>>MARILYN CADE:  I just have a follow-up, Ramaraj.  Thank you.

However, I'm actually questioning whether, in light of the
reaffirmation of acting in the public interest, whether we do not
need to reassess the idea that we may be putting the organization in
a difficult situation by looking for other revenue streams.  So
that's really my question, and whether that's been -- but whether
that's been thought.  

>>RAJASEKHAR RAMARAJ: I haven't thought about it that way.  Thanks
for pointing that.

>>PETER DENGATE THRUSH:  Marilyn, I might be able to help a little
bit with:  There was some thought a year or so ago that ICANN could
have a role in receiving revenue from the sale of certain TLDs or of
opening up single-letter, for example, TLDs at some of the existing
TLDs.  

We've moved away quite rapidly and completely from that.  I don't
want to see ICANN in the role of a registrar or registrant, and
receiving money from the sale of TLDs is a very slippery slope, given
what's coming up with the issuing of lots of new TLDs and other
things.  

So there has -- there was, at various stages, discussions around
that area and I can pretty well tell you that there aren't anymore.

>>MARILYN CADE:  Thank you.

>>PETER DENGATE THRUSH:  Thank you for that.  Steve Crocker.

>>STEVE CROCKER:  Yeah.  Let me add a comment, Marilyn.  That is a
first-class question, and I think we all appreciate it quite a bit.

I'm a member of the finance committee, so I've been in some of these
discussions as well.  We -- we've actually looked at this in several
different respects, none of which have yet gelled into something
specific, but it has gotten quite a bit of attention.

One aspect is to what extent is our current budget at risk, if there
are sharp changes in the -- in the environment, and hence would we be
under pressure to do things that we might not otherwise do.

So that's kind of in the here and now:  Under existing structure,
are we well enough protected.  And that gets a significant amount of
attention and the reserve fund and other kinds of discussions are
certainly part of that.

And then the larger question, is this the right model for long-term
financing of ICANN is a bigger question, and as you -- as Ramaraj
explained, the -- a first step is to get some clarification about
where the expenses are arising, and then over time that allows a
sensible discussion about matching up possibly the expenses with the -
- with the revenues.

No concrete, specific answers, but absolutely that question in
multiple guises is permeating the discussions.

>>PETER DENGATE THRUSH:  Thanks, Steve.  Ram, anything further?  If
not, I think there's a second question.  Bertrand, good morning.

>>BERTRAND DE LA CHAPELLE:  Hi.  Good morning.  Sorry.  My name is
Bertrand de la Chapelle.  I'm the French GAC representative.

As usual, Marilyn has asked a very, very important question.  I
fully support this question, and thanks for the answer.  It's an
ongoing discussion.

I just wanted to make one comment on a word that Peter just used,
which is considering revenues from the sale of TLDs.  There cannot be
such a thing.  TLDs can be, at best, delegated, never sold, in any
case.

So the question cannot even arise.

>>PETER DENGATE THRUSH:  Further questions or comments?  Jean-Jacques?

>>JEAN-JACQUES SUBRENAT:  Thank you, Peter.  I will speak in French,
of course.  I have a question and a comment, rather.  I have a
comment regarding the reserve fund, the ICANN reserve fund, which
comes from its income.

I ask that question a few months ago, to find out how exactly this
amount was invested, this reserve was invested, and I had a very
clear answer and a very detailed answer from the main party to the
finance from -- on the staff.  That's Kevin Wilson, and I would like
to thank him here.

In fact, the proportion of available income for ICANN which is
invested in financial products -- in U.S. financial products was less
than a third of the total amount.  I don't remember the amount, but I
think around 18%.  So I know that this aligns with the internal rules
that ICANN has, so there's no problem from that perspective.

My comment is more about the good management of our finance because
when I look at the economical and financial situation in the world, I
can see that financial revenue from Europe and from Asia, especially,
was in the context of the global financial crisis have behaved rather
better than those, for example, from North America.

So it's more a question of good management and opportunity.  I'm
wondering whether we shouldn't be more flexible within our management
in order to confirm to -- to secure our investments.

So my question is to the chair of the finance committee, my friend,
Ram, and so it's not about internal principles and rules, it's a
question of management and opportunity.  Thank you.

>>PETER DENGATE THRUSH:  Ram, do you want to comment on that?  And
then I have Raimundo.

>>RAJASEKHAR RAMARAJ:  Okay.  Thank you, Jean-Jacques, for that input.

We did have a review of two policies.  One was the investment policy
and two was also the foreign exchange policy.  And both of these were
done at Sydney.  Our attempt -- and I think your advice about looking
international, currently our advice from the investment policy is
that we should have 30% international and 70% American.  And local
here.

So I think from there, to have it more international is good advice.
We will take this input back to our investment policy advisors and
get their input and come back with what they say to the management.

That's the way we -- we function, so that we have no knee-jerk
reaction, but have a balanced view in these areas.  But thank you for
that very valuable input.

>>PETER DENGATE THRUSH:  And next we move to Raimundo.  Raimundo?

>>RAIMUNDO BECA:  Thanks, Peter.  I would like to comment on the
observation made by Bertrand de la Chapelle, and I think it's very
important -- it's very important that we should underline it, because
that is true for all the critical resources.  We're going now to the
IGF, where we are going to discuss about the critical resources, and
all the TLDs and all the addresses are critical resources and they
are never sold.

>>PETER DENGATE THRUSH:  Thanks very much.  Any other comments or
questions for the chair of the -- Dennis Jennings.  Dennis?

>>DENNIS JENNINGS:  Just to remind people that we're not in the
business of speculating on currencies or international markets, no
matter what our personal views are on the way the dollar may or may
not go, and so the overriding principle is that we match our
investments and our incomes to our expenditures, and that's what we
try and do as best we can.

So even if everybody in the room here thinks, for example, that the
dollar is going to collapse -- and I'm -- please don't take that as
any indication that I think that the dollar is going to collapse, or
any suggestion that it might, but hypothetically -- that doesn't mean
that we should then immediately react on that we have to be very
cautious with our resources.  Thank you.

 >>PETER DENGATE THRUSH:  Thank you, Dennis.  Another one from Jean-
Jacques.

 >>JEAN-JACQUES SUBRENAT: Yes. I'd like to take this opportunity to
respond directly to Dennis.  Thank you for that very interesting
remark, Dennis.  It's not so much, I think, a question of what any
individual on the board has as a personal view or as a conviction
about the ups and downs of any particular currency.  I think there is
a trend, for instance, Dennis, who in March 2007 noticed that the
component M3 stopped being published by the treasury in the United
States, or by the Federal Reserve?  Was that an indication that there
was going to be a dollar problem?  

So what I'm suggesting is not that we input private views.  But it
is our duty as board members, I think, to have a broader view of the
world situation.  In that respect I would advise and thank you,
Ramaraj, for that earlier explanation.  I would advise that we go,
perhaps, beyond what you're looking at, which is perhaps 30%, 70%.  I
think that proportion should be left flexible, not up to the board,
but to the best advice that you as a finance committee receive.  I
would advise that also the advice -- sorry, I'm using the same word
three times.  That's awkward, but I can't find anything else for the
time being -- that the advice from the finance committee come not
only from the usual consultants, which I understood correctly are
mainly from the North America and particularly the United States, but
that you start garnering advice from wider afield.  Because that's
really the point is that -- let's say, five years ago the U.S. dollar
represented above 70%, in fact, above 80% of all foreign currency
reserves worldwide.  Today that proportion is about 55%; whereas, the
Euro, for instance, which is only a few years old, by the way, is
already more than 25% of all international currency reserves. And not
only the European Union but worldwide.  

So I'm making my point that it's in the best interests of ICANN and
the community that we have a closer look at this.  Thanks so much.

 >>PETER DENGATE THRUSH:   Thanks, Jean-Jacques.  No further
questions?  Let's move to the next committee report.  Thank you,
Ramaraj.  

Let's go to the IANA committee. And I call on Harald Alvestrand, the
chair of that committee, to give the report.

 >>HARALD ALVESTRAND:  Thank you, chair.  Can we have the slide of
the IANA committee?

(Speaker off microphone)

 >>HARALD ALVESTRAND:  Sorry?

 >>PETER DENGATE THRUSH:   We appear not to have any graphics for
the IANA slide.  Harald --

 >>HARALD ALVESTRAND:  I will speak to my own copy.

 >>PETER DENGATE THRUSH:   Harald, would you like me to just adjourn
that while you find the slide?

 >>HARALD ALVESTRAND:  I have the slide here.  I just expected it to
be on screen.  

>>PETER DENGATE THRUSH:  Why don't we just give you a minute, and
you can give it to Nancy and she'll put it up.

Why don't we move, while that's happening, to the risk committee. 
Bruce, sorry to jump to you.  Knowing how well prepared you always
are, I'm sure you can move to the report of the risk committee.  

And, Harald, if that will allow you a moment to get your slide up. 
Bruce.

 >>BRUCE TONKIN:  Thank you, Peter.  On the ICANN website, under
the, I guess, section that relates to the reports, there is actually
an online report from the risk committee that relates to our meeting
that was held in September.  And in that meeting we had the staff
present to us their own risk analysis of -- at an organizational
level.  And the risks -- out of that risk analysis they identified
risks into five primary categories.

And there was a total of 26 risks assessed for the organization back
in September.  The categories that were used to assess the risk were
sort of credit or financial, generally, legal, changes in the market,
strategic risks, and reputation risks.  And, clearly, reputation
risks usually result from a failure in not meeting our strategic
objectives, for example.

That -- each of those risks was assessed on the basis of the
likelihood that the risk would happen as well as the consequence of
that risk happening.  And it's the combination of those two things
allows prioritization of those risks.  So we now have a framework. 
And, as a result of that framework, the staff is starting to plan the
work or topics for mitigation of risks in the operating plan
beginning first of July next year.  So they've taken the 26 risks
that were identified in September, combined some of those.  So the
number of risks that was presented in the risk meeting last weekend
was down to about 19.  And I think we further are refining those so
that we have a more condensed set of major risks.  So far out of
those, six risks have been identified for budget to carry out risk
mitigation next year.  And just, again, I'm not going to try to go
through all of those, but just to give a bit of some examples that
are common as an organization grows.  One of ICANN's roles here is
making sure it manages contractual compliance both for registries and
registrants.  And a key element of that is treating all parties
fairly and using the same processes for compliance.  But, as ICANN
gets bigger, there's no more people involved, we're also dealing with
people in different regions and different cultures.  And so we need
to make sure that we have a consistent, I guess, quality control and
definition of process that allows multiple people to apply those
compliance rules.  We've got only got one person that's doing the
work, but that's an easier task.

Another category is business continuity.  Obviously, as the Internet
becomes more important, we're more conscious of -- if we have a major
power outage, for example, at our office in Los Angeles, that we can
carry out all the important ICANN functions from a different
location.  And, as a result of the -- some of the work that's coming
out of the root scaling study, one of the important functions that
ICANN performs is managing "L" root.  And so one of the things there
is making sure that we strengthen the infrastructure around the root
server that we are responsible for.  And, finally, one of the other
risks is, I guess, our match of staff resourcing to the commitments
we make.  One of the things that ensures ICANN has a good reputation
is that it carries out all the objectives it states at the beginning
of the year in its operating plan.  And it's important that we have
the right match of staff resourcing to those commitments and able to
adjust that resourcing, as we need to, as new tasks arise.  So it's
just examples of some of the risks that have been identified, and
we're looking at methods of mitigating those risks.  

Another thing we're starting to do is take the enterprise risk
management process and start applying it to specific projects.  So
the risk committee has asked, for its next meeting, that we have a
more detailed report from staff on the risks associated with adding
new gTLDs.  And we'd also expect similar risk analysis on other major
projects like DNSSEC, as another example.

I think at that point I will finish my report.  Thanks, Peter.

 >>PETER DENGATE THRUSH:  Just attending to a private matter here
with the new CEO.  Thank you. 

Questions of the chairman of the risk committee.  And I see Steve
Goldstein.  Steve?

 >>STEVE GOLDSTEIN:   Thank you, Chair.  I have served on the risk
committee.  As I'm sure most of you know, I'm about to be leaving the
board.  So I had urged certain things to my committee members.  And,
because I will no longer be here to see -- to hope to see that
they're carried out, I just want to leave these thoughts.  

So far I think we've done a pretty pedestrian job of applying a
standard industrial model to corporate risks.  Turning the crank and
getting answers.

But those things don't even begin to think of what would happen if a
certain Archduke Ferdinand had been assassinated.  In other words,
very -- you know, unlikely kinds of events that you don't get when
you just apply a standard model and turn the crank.

And one way I found of dealing with things like that is to seriously
sit down and seriously try to identify and question assumptions that
we make in every single day of our lives and ask if those assumptions
are really valid looking into the future.

So one example that I was confronted with in planning many years ago
was that energy would always be abundantly available and cheap.  You
know?  And then there was the Suez oil crisis. And that was no longer
the case. And all our thinking was changed, but nobody thought about
that because energy and oil always were very abundant and very cheap
for us.  Right now water is becoming a very scarce resource.  

So I'm not suggesting that these things have much to do with the
DNS.  But one of the things that we're assuming that we don't even
realize we're assuming and how might those things change and how
might things -- these unforeseen unlikely events can we identify some
of these things and see if we have any possible relevance to those
and any responses up our sleeves to deal with those things?  So thank
you, sir.

 >>PETER DENGATE THRUSH:  Thank you, Steve.  Risk assessment and
analysis, very complex.  Any other questions of the risk committee?  

If not, I'll come back to Harald and just check, Harald, how is our
technology?  If we're ready to proceed, please give us the report of
the IANA committee.

 >>HARALD ALVESTRAND:  We seem to be ready.  So slide 2.  Committee
members.  It's a fairly large committee as committees go.  That's
because we have some of the extraordinary technological talent on the
board, and by means of including two of our liaisons who have very
deep understanding of this area.  Next slide.

We have -- we met in Sydney and we met in -- on telephone once
between meetings.  We intended to have a second meeting but that was
cancelled due to other circumstances.  Next slide.

We got through a bit of work.  The most important thing that IANA is
currently changing is the DNSSEC stuff.  So, of course, we focused on
that.  But also, IANA manages multiple other functions like handing
out addresses, like managing reverse -- the top level of the reverse
mapping tree.  And it's doing a lot for the IETF as a protocol
parameter registry, which includes -- its work includes conversion of
registries from just text files to something that's a little more
structured.  IANA is also trying to automate itself to make service
for its DNS customers, that is, taking the ease of use and the
ability to scale to a new level of service.

The IANA board -- IANA committee is not trying to control all that. 
We're trying to oversee it to make sure we know what's happening and
know that we have a good feeling for -- the right things are being
taken care of.  So that's the last slide.  Any comments?  Then let's
go on.

 >>PETER DENGATE THRUSH:  Hang on.  You didn't get off quite so
easily, Harald.  There's a question from your colleague Ram Mohan to
your left.  Ram?

 >>RAM MOHAN:  Harald, just a quick question, what is the IANA plan
for the IDN repository that is really not directly part of the IANA
function but is tagged along with it?  Is that something that the
committee has looked at?

 >>HARALD ALVESTRAND:  The IDN repository or the IDN tables
repository is a function that's being run as if it was part of the
protocol parameter registry. It's a fine area that where we received
requests from various sources to register tables.  The service seems
to be running.  There have been very few comments about it.  I do not
know its current scale.  When you talk about IDN, that's an item that
was reported in our meeting on Saturday -- no, Sunday, which is not
part of this report is that IANA is scaling up staffing so that it
has enough people available to deal with the result of the -- of the
IDN ccTLD process.  We're expecting it to take a while until those
requests actually arrive at the IANA, given that all processes take
time.  But we believe that IANA is ready for it.

 >>PETER DENGATE THRUSH:  So, Thomas, another question.

 >>THOMAS NARTEN:  I just want to follow up briefly, Ram, to your
question about whether IDN tables are properly part of IANA.  This is
a bit of a fine subtle point because most of the protocol parameter
registry things that IANA does is through the IETF and through IETF
actions where there's a document published that makes it clear what
the action is.  But, in the case of the IDN tables, that was --
because it was not originated from the IETF side, it actually did go
through the board.  And IANA is authorized to do that as part of its
tasks.

 >>PETER DENGATE THRUSH:  Any reaction or further comment, Harald?

 >>HARALD ALVESTRAND:  I think Thomas represented it adequately.

 >>PETER DENGATE THRUSH:  Thank you.  Any other comments of the
chair of the IANA committee?  If not, we'll move to the next one,
which is structural improvements, which I explained deals with the
bylaw reviews.  And the chair of that is Roberto.  Roberto?

 >>ROBERTO GAETANO:  Thank you.  So the structural improvement
committee has been formed one year ago and inherited some of the
tasks that were originally assigned at the BGC.  

So next slide, please.  Not one more.  That was the mandate of the
committee.  The membership is shown in this slide myself as chair,
Raimundo, Rita, Mike, and Jean-Jacques, valuable members of this
committee.  Next slide.  So the -- what the SO/AC does is has a
mandate from the board to coordinate the process by which the -- the
different reviews of the different part of this organization are
done.  It does so by creating working groups.  And then another
important task is the coordination between what happens in the
different working groups and in order to have a set of homogeneous
changes and proposals.  Next slide.

So this is the situation where the different reviews are.  What was
done since Sydney for the GNSO, we are now assisting the
implementation.  And, as you all know, Wednesday the new -- the GNSO
with the new format has been seated.  That was, I would say, the
conclusion of the -- an important milestone, but not completely. 
Because some of the stakeholder groups still have interim chapters. 
So there is still some more work that has to be done by the SO/AC
that will be done by my successor.

Then the ALAC review is also going into implementation.  We had a
meeting here in Sydney where the first plan for the implementation
was discussed.  Then we have three reviews that are now at the end of
the working group work.  So the board review, the NomCom review, and
the SSAC review.  And we're at the stage of the presentation of the
final report that are out for public comment.

Then the RSSAC working group is initiating its working group work.

And we also started the ccNSO.  We are at the stage of appointing
the contractor that has to -- the external contractor that has to do
the fact collection and the -- and produce the initial proposal.  And
I would -- when we get to the next slide, I will make a specific
comment on this on this process.  

The last review that is -- that has to be done of the group of the
mandated reviews is the ASO.  And for this we are considering a slate
of candidates to participate in the working group.  The working group
has not been created yet, and it's part of the task that will be
inherited by my successor.

Next slide.

One important activity that was done after Sydney was the
finalization of a review process.  In the beginning, as you might
remember, we had old reviews that were done a bit inventing on the
moment what was the best way to go and to conduct them.  Having
accumulated experience on the review process, we have, in time,
discussed the optimal way to deal these reviews.  And now we have
presented the draft for public comment, and then that has been
approved by the board.  And now, so we have a documented way to
conduct the reviews.  One of the important steps is the reference to
the ccNSO.  One of important steps is that we have a more formal way
to select the contractor with the small team that will get the input
from the bids and make a proposal, a recommendation for the
selection.  And this is what has been done, for instance, for the
ccNSO in the last month.

So next slide, please.

And another -- and last activity in which the SIC has been engaging
is to cross-reference all the recommendation and the proposed
modification on all different working groups so that at the end we
have a consistent set of recommendations for structural improvement
across the different parts of the organization.  And that concludes
the presentation.

 >>PETER DENGATE THRUSH:  Thank you, Roberto.  And my compliments to
the slides.  Very clear and very informative.  Are there questions of
the chairman of the structural improvements committee?  Bertrand.

 >>BERTRAND DE LA CHAPELLE:   Bertrand de la Chapelle.  Thanks,
Roberto, for the presentation.  And I just would like to make one
reminder regarding the articulation that you mentioned in the end
between the different reviews that are ongoing.  The ASO review and
the ccNSO review are to come in the future.  But the ones that are
really interrelated are the GNSO reform, the ALAC, the NomCom, and
the board.  The document that you mentioned in the end regarding the
interarticulation is this going to be presented and discussed within
the community?  Or is it just for internal consumption of the board? 
And, in this perspective, each of those reviews will require some
element of modification of the bylaws.  Some of the modifications are
important.  Some are not.  

As you know, any kind of bylaws or constitutional structural
framework, each of the pieces are simple balance between one or the
other.  So, when you tweak one, it usually has a repercussion on the
other.  Do you plan, as the committee, to present, at one moment in
time, an integrated bylaws revision document highlighting the current
bylaws and track changes before the board discusses it and so that
the community can also discuss it and situate the balance?

 >>ROBERTO GAETANO:  Yes.  It's hard to answer in a simple way to
this question.  I would like, first, to start from the fact that
these interactions have been analyzed.  We have started to analyze
these interactions quite a while ago.  And, specifically in Sydney,
we have had a session that was related to the interactions.  And we
had also some public comments -- comments from the public, I would
say at that session, that were extremely useful.  The problem is that
we cannot wait until all the reviews -- GNSO, board, ALAC, and
NomCom, specifically -- reviews are at the end in order to produce
the set of bylaws that is consistent.  And so we try to do it as a
work in progress.  So we produce changes the moment that they are
necessary -- for instance, the changes to the bylaws for the GNSO
have been already recommended to the board and already adopted.  And
we keep that in mind in terms of regression on the ongoing reviews. 
This was done because, otherwise, we -- we would have waited too long
for applying, like, a sort of a big bang structural improvement.  So
the answer is it is a process that is ongoing and goes incrementally
towards the end goal.  At the end, the SIC plans to have a synoptic
view of all the changes related to all the different parts of the
organization.  That will be done, as you're probably aware, by my
successor, as I'm ending my term as a chair of the SIC.  But that was
the plan.  So, at one point in time, you will have a global view of
what are the changes.  That will be -- when the changes are mostly
already done.  But just in terms of having -- whereas, you have the
possibility of commenting when each individual part of the
organization is changed.  But based on a blueprint of the global plan.

 >>BERTRAND DE LA CHAPELLE:   Thank you, Roberto.  It is not -- I
agree -- an all or nothing or a big bang type of thing.  What I see
in your answer is that you're actually having a certain number of
modifications that are agreed that are ready to be implemented.  And
the GNSO Council reform is a typical example of that.  So it is not a
way for me to say you should wait until everything is ready and put
in a single document.  There are things -- and the board is probably
taking decisions to move forward on certain number of things. 
However, there are other processes that are going on -- sorry -- that
are connected to this.  

I give you a concrete example.  The GNSO PDP reform process is not
part of this type of review, but it is ongoing.  There is, in
parallel, the joint GAC working group that will be dealing with the
role of the GAC not, only in relation to the board, but also in
relation to the policy development process of the GNSO.

What is at stake here is the institutional balance of the
organization.  And it is a critical component of its accountability
framework.  Therefore, there are some modifications that have to be
made right now, because they've been agreed and this is fine.  But I
would strongly encourage not only the SIC but also the board --
because it is not dealing only with the issues the SIC covers -- to
plan for the coming months, and, particularly, until Nairobi and,
potentially, Brussels, the thinking about the institutional evolution
of the organization on the basis of those reforms but to present the
different elements in an integrated manner.  The joint GAC working
group, the PDP review, and some of the other elements that are
already identified need, at one moment in time, to be put in a track
change document so that we can evaluate the balance.  And, in this
respect, I would respectfully suggest that this is about the
institutional balance of the organization.  And, therefore, the
community, as a whole, needs to have a tool to not only input but
discuss.  The purpose of such a track change proposed revised bylaws
is that there should be a possibility at one moment in time, for the
community to discuss among itself and not only to input.  This is a
format that is deeply missing.  And the coming months are going to be
important in that respect.

>>PETER DENGATE THRUSH:  Thanks.  Thanks for that.  We are now
considerably out of time.  Thank you for that suggestion.  I'm sure
that's taken on.  

I'm sorry, Raimundo, you will have to do it online through the
committee because we need to move on.

>>ROBERTO GAETANO:  Peter, just one word to acknowledge the work --
the assistance that we have had by staff all along this process that
was very difficult and required substantial input by staff.  And
Marco Lorenzoni was the staff member who assisted us and also
prepared all the slides.

>>PETER DENGATE THRUSH:  Excellent.  Thanks very much.  That's the
end of the board committee reports.