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1. Introduction

The purpose of this document is to provide ICANN Nominating Committee members with important information about the duties and responsibilities of the committee, and to affirm each member’s commitment to faithfully carry out his or her individual duties as a member of the committee in accordance with this Code of Conduct statement set forth below.

2. Background




1. Rationale for Nominating Committee

The central rationale for using a nominating committee to select a portion of the ICANN leadership bodies is to balance those who can represent particular areas of knowledge and interests with those who place the broad public interest of the global Internet community ahead of any particular interests. NomCom’s role is to select individuals of the highest integrity and capability who place the broad public interest of the global Internet community ahead of any particular interests, and who are nevertheless knowledgeable about ICANN’s mission and environment.

To achieve this broad public-interest orientation, the members of NomCom are drawn from across the ICANN and global Internet communities. They act only on behalf of the interests of the global Internet community within the scope of the ICANN mission and the responsibilities assigned to NomCom by ICANN Bylaws. They act as individuals and are not beholden to their appointing constituencies as they work by consensus to derive the NomCom slates of Selected Nominees for these leadership bodies.

The NomCom functions independently from the ICANN Board, Supporting Organizations, and Advisory Committees. The NomCom selections are final; no further approval or ratification is needed.

2. Significant Bylaw Articles Affecting Nominating Committee

The authority, responsibilities and administration of the Nominating Committee are contained in Article VII of the ICANN Bylaws. [http://icann.org/en/general/bylaws.htm#VII]

Section 1 of Article VII provides:  

There shall be a Nominating Committee of ICANN, responsible for the selection of all ICANN Directors except the President and those Directors selected by ICANN's Supporting Organizations, and for such other selections as are set forth in these Bylaws.

The responsibilities of the Nominating Committee with respect to the selection of Directors are more specifically set out in sections 2.2 and 3 of Article VI of the Bylaws [http://icann.org/en/general/bylaws.htm#VI, accessed 03 December 2010]:

2.2. In carrying out its responsibilities to fill Seats 1 through 8, the Nominating Committee shall seek to ensure that the ICANN Board is composed of members who in the aggregate display diversity in geography, culture, skills, experience, and perspective, by applying the criteria set forth in Section 3 of this Article. At no time when it makes its selection shall the Nominating Committee select a Director to fill any vacancy or expired term whose selection would cause the total number of Directors (not including the President) from countries in any one Geographic Region (as defined in Section 5 of this Article) to exceed five; and the Nominating Committee shall ensure when it makes its selections that the Board includes at least one Director who is from a country in each ICANN Geographic Region (“Diversity Calculation”).

Section 3. CRITERIA FOR SELECTION OF DIRECTORS

ICANN Directors shall be:

1. Accomplished persons of integrity, objectivity, and intelligence, with reputations for sound judgment and open minds, and a demonstrated capacity for thoughtful group decision-making;

2. Persons with an understanding of ICANN's mission and the potential impact of ICANN decisions on the global Internet community, and committed to the success of ICANN;

3. Persons who will produce the broadest cultural and geographic diversity on the Board consistent with meeting the other criteria set forth in this Section;

4. Persons who, in the aggregate, have personal familiarity with the operation of gTLD registries and registrars; with ccTLD registries; with IP address registries; with Internet technical standards and protocols; with policy-development procedures, legal traditions, and the public interest; and with the broad range of business, individual, academic, and non-commercial users of the Internet;

5. Persons who are willing to serve as volunteers, without compensation other than the reimbursement of certain expenses; and

6. Persons who are able to work and communicate in written and spoken English.

3. Nominating Committee Code of Conduct

Because of its highly visible and independent role in selecting ICANN Directors and other key Council members, the Nominating Committee receives special scrutiny from the ICANN community as it does its work.  This is especially the case since much of its work requires a high degree of confidentiality.  The expectation, therefore, is that the committee will act with the highest standard of personal integrity and ethical conduct.  The following guidance, set forth here as a NomCom Code of Conduct, includes specific ICANN policies as well as Nominating Committee policies that have been developed in the course of its history.

1. Conflicts of Interest

In 2009, the ICANN Board adopted a Conflicts of Interest Policy that applies to Officers, Directors, Board Liaisons and key employees of ICANN.  <http://www.icann.org/en/committees/coi/coi-policy-30jul09-en.htm>

The Policy further states:  ICANN will encourage ICANN Supporting Organizations and Advisory Committees and other ICANN bodies, as appropriate, to consider implementing the principles and practices of this COI Policy as relevant.

NomCom members are expected to observe the principles and intent of the ICANN Conflicts of Interest Policy.  NomCom member must disclose promptly to the Chair any financial or other relations that might affect (or might reasonably be seen to affect) his/her performance on the Committee, including any financial connections and/or personal non-monetary advantages to any individual under consideration by the NomCom, and must recuse himself or herself from subsequent deliberations on the individual(s) concerned.  The Chair, in consultation with the NomCom Sub-Committee on Conflict of Interest, shall counsel the member as to any additional steps to be taken to resolve the conflict.

2. ICANN Expected Standards of Behavior (adopted 2008)

Those who take part in ICANN multi-stakeholder process including Board, staff and all those involved in Supporting Organization and Advisory Committee councils undertake to:

• Act in accordance with ICANN’s Bylaws. In particular, participants undertake to act within the mission of ICANN and in the spirit of the values contained in the Bylaws.

• Adhere to the conflict of interest policy laid out in the Bylaws.

• Treat all members of the ICANN community equally, irrespective of nationality, gender, racial or ethnic origin, religion or beliefs, disability, age, or sexual orientation; members of the ICANN community should treat each other with civility both face to face and online.

• Act in a reasonable and informed manner when participating in policy development and decision-making processes. This includes regularly attending all scheduled meetings and exercising independent judgment based solely on what is in the overall best interest of Internet users and the stability and security of the Internet’s system of unique identifiers, irrespective of personal interests and the interests of the entity to which an individual might owe their appointment.

• Listen to the views of all stakeholders when considering policy issues. ICANN is a unique multi-stakeholder environment. Those who take part in the ICANN process must acknowledge the importance of all stakeholders and seek to understand their points of view.

• Work to build consensus with other stakeholders in order to find solutions to the issues that fall within the areas of ICANN’s responsibility. The ICANN model is based on a bottom-up, consensus driven approach to policy development. Those who take part in the ICANN process must take responsibility for ensuring the success of the model by trying to build consensus with other participants.

• Act in accordance with ICANN policies.

• Protect the organization’s assets and ensure their efficient and effective use.

• Act fairly and in good faith with other participants in the ICANN process.

3. Nominating Committee Standards of Conduct

• Each NomCom member is expected to pursue the responsibilities of the Committee, to comply with the rules and procedures established by the Committee, and to support the decisions the Committee makes.

• NomCom members are expected to actively recruit highly qualified candidates for consideration by the committee, and to encourage those individuals to serve.

• NomCom members must not have any pre-existing commitments concerning the nomination of any particular candidates or potential candidates.

• NomCom members must avoid behavior that would bring the Committee into disrepute or undermine the integrity of the process by which the Committee makes its selections.

• NomCom members will safeguard all internal NomCom communications concerning the candidates and treat them as private, confidential, and for the use of immediate Committee members and NomCom staff only, without exception.

• NomCom members will not disclose outside of the Committee any of the discussions, deliberations, communications, records, and notes about the candidates. Further, NomCom members will not disclose outside of the Committee the identities of the candidates under consideration by NomCom, unless NomCom as a whole has decided to do so and the explicit consent of the candidate(s) in question has been obtained.

• When using electronic means for origination, transmission, and storage of committee materials, NomCom members will take special security steps to safeguard the confidentiality and data integrity of such materials. These include but are not limited to: (a) maintaining personal control over all computers used in connection with NomCom work, (b) notifying the NomCom Chair in the event of any compromise or suspected compromise of committee materials, (c) complying with national law provisions affecting Personal Data.

• NomCom members shall destroy all confidential materials related to the work of the Committee, when the work of the Committee has ended or when no longer serving on the NomCom.

4. Agreement to Observe Nominating Committee Code of Conduct

I have read and understand the Nominating Committee information provided to me in this document.  By my signature below, I certify that I have read and understood the above provisions of the Code of Conduct and that I agree to follow them.

 

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Signature

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Name

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Date

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