ICANN Resolutions » Initiating Next Steps on the Uniform Board Member Integrity Screening Process
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Whereas, the Board agrees that the ICANN Community and organization should expect Board members to hold the highest values of integrity and to uphold the reputation and credibility of the Board as a whole.
Whereas, there is no uniform practice in place today for conducting screening of Directors and Liaisons (collectively Board members) selected to the ICANN Board.
Whereas, the ICANN Nominating Committee has long maintained a practice of conducting, or having conducted, due diligence screening of their selected candidates prior to finalizing selections, including basic compliance screening, public records reviews, criminal records reviews, and reputational reviews. The Address Supporting Organization and the At-Large Community have also adopted this same due diligence screening process as part of their regular Board-member selection procedures.
Whereas, on 2 November 2017, the Board directed the President and CEO, or his designee(s), "to develop a proposal paper to be posted for public comment… ask[ing] all of ICANN's Supporting Organizations and Advisory Committees that do not currently employ a due diligence integrity screening process similar to the Nominating Committee to seriously consider utilizing the same or similar due diligence integrity screening process for both voting Directors and non-voting Liaisons."
Whereas, a public comment proceeding was held from 2 March to 17 April 2018 on the Proposed Integrity Screening Process and all comments received during the public comment period generally supported the Proposed Screening Process.
Whereas, some of the comments expressed concerns regarding the timing and criteria of the screening process, which are addressed in the Proposed Screening Process document and related information that can be found in the ICANN Bylaws.
Whereas, the Board re-emphasizes the importance of a relying upon a uniformed due diligence integrity screening process in Board member selection as a good practice towards seating Board members with high levels of integrity.
Resolved (2018.07.18.03), the Board strongly encourages all Board-member selecting groups that do not currently employ a due diligence screening process similar to the Nominating Committee to adopt the Proposed Screening Process. For any individual selected to serve as a Board member without undergoing the Proposed Screening Process, the Board will ensure that ICANN organization facilitate completion of the screening process upon the announcement of selection by the Board-member selecting group.
Because of the ever-increasing scrutiny of the ICANN Board of Directors, relying upon due diligence integrity screening practices in Board member selection – including interviews, reference checks and external due diligence checks – is a good practice towards seating Board members with high levels of integrity. While conducting such diligence cannot prevent future bad acts of Board members, it does give a level of confidence of the integrity of members at the time of seating. It also serves to uphold confidence in ICANN overall, as seating Board members with red flags in their past undermines the integrity and reputation of ICANN as a whole.
On 2 November 2017, the ICANN Board passed Resolution 2017.11.02.33 directing the President and CEO, or his designee(s), to develop a proposal paper for public comment calling on ICANN's Supporting Organizations (SOs) and Advisory Committees (ACs) that do not currently employ a due diligence integrity screening process to seriously consider utilizing an integrity screening process similar or identical to the Nominating Committee process to screen both voting Directors and non-voting Liaisons (collectively Board Members).
Between 2 March through 17 April 2018, the proposed Uniform Board Member Integrity Screening Process (Proposed Screening Process) was published for public comment. (See Proposed Screening Process.)
ICANN org received six comments from Stephen Deerhake of GDNS, LLC (GDNS), the Noncommercial Stakeholders Group (NCSG), the Registrar Stakeholder Group (RrSG), the Registries Stakeholder Group (RySG), and two individuals, Alfredo Calderon (AC) and Vanda Scartezini (VS). (See Report of Public Comments.)
In general, the commenters (RrSG, NCSG, AC, VS) were in support of a uniform screening process across all SOs and ACs regardless if certain SOs or ACs currently perform their own screening process.
Two commenters (NCSG and GDNS) expressed some concerns. The NCSG was concerned about the feasibility of access to documents called for per the screening process in certain regions and its impact on the timelines in the Proposed Screening Process. GDNS suggested that the Proposed Screening Process might impact Board member selection of the SOs and ACs that elect, rather than appoint Board members and noted that the Proposed Screening Process "contains no objective criteria that would govern the disqualification of a prospective Board member." (See Report of Public Comments.)
As always, the Board thanks and appreciates the commenters for their views and concerns raised. The Board Governance Committee (BGC) has considered the comments provided and recommends no change to the Proposed Screening Process, and the Board agrees. First, the types of screenings set forth in the Proposed Screening Process are guidelines of screening processes commonly used in similar settings. The specified timing for each level are approximations, and not meant to serve as a strict timeline of when a specific screening level should be completed.
With respect to GDNS' first concern regarding the potential impact on the selection process, the BGC noted, and the Board agrees, that as stated in the Proposed Screening Process document, the Process "is not intended to modify other community-specific selection criteria and processes applied by any of the Board member-selecting groups." (Proposed Screening Process, Pgs. 2, 4.) As for GDNS' second concern relating to objective criteria for disqualification of Board members, the Board notes that the criteria are addressed in the Proposed Screening Process document and related information that can be found in the ICANN Bylaws.
For any Board member who will undergo the screening process facilitated by ICANN organization upon the announcement of selection by the Board-member selecting group, their screening will be conducted using an external provider with expertise in international due diligence screening of individuals, similar to the process currently employed by the NomCom. The screening process will be conducted in a manner that ensures the confidentiality of information received as part of the process for the Board member.
When the screening reveals an area of concern, the manner in which the concern is addressed, as well as the end result, may vary depending on the nature of the concern and the timing of the screening results. If raised before the Board member is seated, it is typically up to the selecting body to address any areas of concern. If the concern is identified after the Board member has been seated, the options could range from simply asking the Board member for an explanation which may be all that is needed to address the concern, all the way up to the extraordinary measure of the Board member potentially stepping down or being removed by the Board pursuant to the Bylaws.
This decision is squarely within the public interest and consistent with ICANN's mission as it is imperative that selected Board members can perform their fiduciary and general obligations of service, and are capable of upholding the reputation and credibility of the Board, ICANN organization and the Community, along with being capable and committed to taking actions that are consistent with ICANN's Bylaws and Articles of Incorporation.
There is a fiscal impact to this decision, as there is a cost to each external due diligence integrity screening conducted. The Board anticipates that ICANN organization will facilitate and fund these screenings without negative impact on any of the budgets of the selecting entities.
This decision should not have any negative impact on the security, stability or resiliency of the domain name system.
This is an Organizational Administrative Function not requiring public comment at this stage as the underlying Proposed Screening Process has already been subject to public comment.