ICANN Resolutions » Uniform Board Member Integrity Screening
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.
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 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, a screening process as described above is a reliable way to identify negative indicators such as discrepancies on a resume (including licenses, educational history and employment history), or publicly reported issues of financial mismanagement, fraud, harassment and mishandling of confidential information, among other things. With these types of indicators identified prior to a Board being seated, the Community can help uphold the integrity and reputation of ICANN.
Resolved (2017.11.02.33), the Board directs the President and CEO, or his designee(s), to develop a proposal paper to be posted for public comment; the paper should ask 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.
Resolved (2017.11.02.34), the Board directs the President and CEO, or his designee(s), to ensure that ICANN organization facilitates and funds the due diligence integrity screening process for all Supporting Organizations and Advisory Committees that choose to utilize the process during future Board-member selection periods.
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.
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. There is also a resource impact to this decision, as all selecting entities will need to build in time for a review to conclude prior to finalizing their selection process.
This decision should not have any negative impact on the security, stability or resiliency of the domain name system.
This is an Organizational Administrative Decision that does not require public comment.