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ICANN Resolutions » Revisions to Board Committee Charters as Part of Process to Standardize Committee Charters

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.

Revisions to Board Committee Charters as Part of Process to Standardize Committee Charters


Resolution of the ICANN Board
Meeting Date: 
Thu, 2 Nov 2017
Resolution Number: 
2017.11.02.14 – 2017.11.02.20
Resolution Text: 

Whereas, the Board Governance Committee (BGC) is tasked with "periodically review[ing] the charters of the Board Committees, including its own charter and work with the members of the Board Committees to develop recommendations to the Board for any charter adjustments deemed advisable." (BGC Charter, § II.C.2.)

Whereas, the BGC has recommended that Board approve revisions to various sections of the charters of the Audit Committee, the Compensation Committee, the Executive Committee, the Finance Committee, the Governance Committee, the Organizational Effectiveness Committee and Risk Committee.

Resolved (2017.11.02.14), the Board hereby adopts the revised Charter of the Board Audit Committee.

Resolved (2017.11.02.15), the Board hereby adopts the revised Charter of the Board Compensation Committee.

Resolved (2017.11.02.16), the Board hereby adopts the revised Charter of the Board Executive Committee.

Resolved (2017.11.02.17), the Board hereby adopts the revised Charter of the Board Finance Committee.

Resolved (2017.11.02.18), the Board hereby adopts the revised Charter of the Board Governance Committee.

Resolved (2017.11.02.19), the Board hereby adopts the revised Charter of the Board Organizational Effectiveness Committee.

Resolved (2017.11.02.20), the Board hereby adopts the revised Charter of the Board Risk Committee.

Rationale for Resolution: 

The Board is addressing this matter to ensure committee charters are up-to-date and reflect the most current needs of the organization, in accordance with governance requirements and best practices.

As part of its responsibilities, the BGC is tasked with "periodically review[ing] the charters of the Board Committees, including its own charter and work with the members of the Board Committees to develop recommendations to the Board for any charter adjustments deemed advisable." (BGC Charter, § II.C.2.) In this role, the BGC recommended, and the Board agrees, that Board approve revisions to the Committee charters of the as part of the process of standardizing certain provisions of Board Committee charters.

The BGC further recommended, and the Board agrees, that the Board approve revisions to the Purpose and Responsibilities sections of the Board Risk Committee (BRC) charter to clarify the BRC's role as the committee responsible for the assessment and oversight of policies implemented by ICANN designed to manage ICANN's risk profile.

The BGC further recommended, and the Board agrees, that the Board approve the proposed amendment to the Scope of Responsibilities sections of the BGC charter to further clarify its role in coordinating Board priorities and their associated deliverables, and monitoring progress against the set priorities.

This action is consistent with ICANN's mission and is in the public interest as it is important to ensure that the Board has the necessary Committees, properly tasked with responsibilities, to ensure oversight over the ICANN organization, as the Board deems appropriate. There will be no direct fiscal impact or adverse ramifications on ICANN's strategic and operating plans from the proposed changes to the charters.

There are no security, stability or resiliency issues relating to the DNS as the result of this action.

This decision is an Organizational Administrative Function that does not require public comment.