ICANN Resolutions » 2003-03-18 - New CEO
Important note: The Board Resolutions are as reported in the Board Meeting Transcripts, Minutes & Resolutions portion of ICANN's website. Only the words contained in the Resolutions themselves represent the official acts of the Board. 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.
Board elects Paul Twomey as President and Chief Executive Officer; authorizes current President and Chief Executive Officer to enter on behalf of the Corporation into an Managerial and Consulting Services Agreement and a Confidentiality, Works, and Invention Agreement; expresses its thanks to Christopher Mill & Partners, to the members of the Executive Search Committee, and to others for the successful search.
Whereas, M. Stuart Lynn, ICANN President and CEO, has announced his intention to resign as President and CEO of ICANN at the conclusion of the ICANN Board Meeting on 27 March 2003, appropriate notice by Dr. Lynn having been duly given;
Whereas, on 28 June 2002, the Board adopted resolution 02.86 establishing an Executive Search Committee as an Advisory Committee "responsible for overseeing the search for a Chief Executive Officer and other officers as appropriate," with membership consisting of Vint Cerf (Chair), Rob Blokzijl, Ivan Moura Campos, Masanobu Katoh, Nii Quaynor, and Linda Wilson;
Whereas, on 31 October 2002, the Board adopted resolution 02.120 expanding the membership of the Executive Search Committee to include Helmut Schink and Michael Roberts;
Whereas, on 31 October 2002, the Board adopted resolutions 02.121, 02.122, and 02.123 authorizing the President to negotiate a commitment with an executive search firm acting upon the recommendation of the Executive Search Committee;
Whereas, ICANN retained Christopher Mill & Partners for that purpose;
Whereas, under the direction of the Executive Search Committee, Christopher Mill & Partners conducted an extensive worldwide search for candidates for the position, involving extensive consultation with members of the Internet community with a large number of contacts (including fifty-two interviews) and identification of a diverse group of candidates requiring serious consideration;
Whereas, the Executive Search Committee reviewed the results of this search and recommended several qualified candidates to the Board for its consideration;
Whereas, after due consideration and interviews with each of the recommended candidates, on 4 February 2003 the Board authorized the Chairman of the Board to enter into negotiations to secure the services of Dr. Paul Twomey as ICANN?s President and CEO upon Dr. Lynn's retirement;
Whereas, the Board has been kept apprised of those negotiations and has provided guidance on the terms and conditions of an agreement;
Whereas, an agreement in principle, subject to Board approval, has been reached on the terms of Dr. Twomey's employment;
Whereas, the Board discussed the principal terms of Dr. Twomey's employment on 12 March 2003 and, based on that discussion, the language of a Managerial and Consulting Services Agreement and of a Confidentiality, Works, and Invention Agreement has been finalized;
Whereas, the terms of employment and the language of the Managerial and Consulting Agreement and the Confidentiality, Works, and Invention Agreement have been presented to the Board for its consideration;
Whereas, based on the various presentations it has received the Board is of the view that Dr. Twomey should succeed Dr. Lynn as President and Chief Executive Officer and that ICANN should enter into an Managerial and Consulting Agreement and a Confidentiality, Works, and Invention Agreement in substantially in the form presented;
Resolved [03.26] that Dr. Paul Twomey be, and hereby is, elected as President and Chief Executive Officer of the Corporation, to be effective upon M. Stuart Lynn's resignation from that position, and to serve at the pleasure of the Board and in accordance with the Bylaws of the Corporation, and shall hold his office until his resignation, removal, or other disqualification from service, or until his successor shall be elected and qualified;
Further resolved [03.27] that a salary for Dr. Twomey at the rate of US$260,000 per annum and the other terms and benefits to secure Dr. Twomey's services as President and Chief Executive Officer are approved;
Further resolved [03.28] that the current President and Chief Executive Officer is authorized to enter on behalf of the Corporation into an Managerial and Consulting Services Agreement and a Confidentiality, Works, and Invention Agreement in substantially the same form as presented to the Board;
Further resolved [03.29] that the Vice President and General Counsel may authorize disbursements of the Corporation's funds, and sign checks, to the order of Dr. Twomey, that fulfill the terms of the Managerial and Consulting Services Agreement once it is entered; and
Further resolved [03.30] that the Board expresses its thanks to Christopher Mill & Partners, to the members of the Executive Search Committee, and to the many others in the Internet community who contributed to the successful search for ICANN's third President and Chief Executive Officer.
(The Board approved the above resolution by a 13-0-2 vote, with Mr. Mueller-Maguhn and Dr. Kyong abstaining.)