BRC Members: Steve Crocker; Thomas Narten (Non Voting Liaison); Gonzalo Navarro; Mike Silber – Chair; Judith Duavit Vazquez; and Suzanne Woolf (Non Voting Liaison)

Apologies: Ram Mohan (Non Voting Liaison)

Other Board Member Attendees: Bruce Tonkin

Staff Attendees: Akram Atallah, Edward Beck (via telephone), Geoff Bickers, Megan Bishop, Elise Gerich, Dan Halloran, John Jeffrey, Patrick Jones, Denise Michel, Jeff Moss, Erika Randall, Maguy Serad, and Amy Stathos

Invited Attendees: Ed Chavannes (Outside Advisor from Ernst & Young)

The following is a summary of discussions, decisions, and actions identified:

The Meeting was called to order at 2:53 pm local time in Beijing, China.

1. Approval of Minutes — The BRC approved the minutes from the 31 January 2013 meeting.

2. IT Best Practices review & recommendations — The BRC reviewed a summary of recommendations made following a review of IT systems and operations and a proposal for incorporating IT Best Practices. The recommendations were categorized as critical, highly recommended and recommended. The recommendations included, among other things, formalizing a strategic or annual IT plan, continuing efforts to consolidate the portfolio of software, and establishing a formal policy on “buy-versus-build” decision process for IT solutions. Staff provided an update on the development of the IT Strategic Plan. To date, staff has created a roadmap of the portfolio of applications, and is evaluating the possibility of consolidating and eliminating redundancies in the applications.

• Action:

  • Staff to deliver report on IT Best Practices Review to the BRC in April.

  • Staff to develop an implementation plan to present to the BRC, which will also prioritize the recommendations.

  • The BRC to review the strategic plan to ensure alignment of the IT best practices implementation plan with the strategic plan.

3. Enterprise Risk Management Update — Staff lead a discussion on the updated enterprise risk management study performed by an outside consulting firm, which included discussion of past risk management assessments, an overall assessment framework to evaluate each department at ICANN, and an initial assessment of one ICANN Department. The BRC examined the metrics used in the risk evaluation and noted that adjustments are needed to the risk assessment criteria to account for ICANN‘s specific risk appetite. The BRC also discussed the need to factor in information from previous risk assessments going forward as the enterprise risk management strategy is developed. Staff and the BRC addressed whether additional resources are needed to perform the risk management functions within the organization.

• Action:

  • Staff to provide more detailed report of the Enterprise Risk Management Update presentation in advance of the May meeting.

  • The BRC to provide feedback on ICANN‘s risk appetite and strategic plan implications at the May meeting.

  • Staff to develop an action plan to complete risk assessments for the remaining ICANN departments.

  • The BRC to discuss at May meeting the DNS Risk Management Framework developed by Westlake Governance.

4. New gTLD Risk Update — The BRC briefly discussed previous risk assessments of the New gTLD Program and the need to revisit the issue to assess the current status of how risks are being managed.

• Action:

  • The BRC to discuss at a future meeting the current landscape of risks associated with the New gTLD Program.

5. Any Other Business — The BRC did not bring any further business to the table.

The meeting was adjourned at 4:15 pm local time in Beijing, China.

BRC Members: Steve Crocker; Thomas Narten (Non Voting Liaison); Gonzalo Navarro; Mike Silber – Chair; Judith Duavit Vazquez; and Suzanne Woolf (Non Voting Liaison)

Apologies: Ram Mohan (Non Voting Liaison)

Other Board Member Attendees: Bruce Tonkin

Staff Attendees: Akram Atallah, Edward Beck (via telephone), Geoff Bickers, Megan Bishop, Elise Gerich, Dan Halloran, John Jeffrey, Patrick Jones, Denise Michel, Jeff Moss, Erika Randall, Maguy Serad, and Amy Stathos

Invited Attendees: Ed Chavannes (Outside Advisor from Ernst & Young)

The following is a summary of discussions, decisions, and actions identified:

The Meeting was called to order at 2:53 pm local time in Beijing, China.

1. Approval of Minutes — The BRC approved the minutes from the 31 January 2013 meeting.

2. IT Best Practices review & recommendations — The BRC reviewed a summary of recommendations made following a review of IT systems and operations and a proposal for incorporating IT Best Practices. The recommendations were categorized as critical, highly recommended and recommended. The recommendations included, among other things, formalizing a strategic or annual IT plan, continuing efforts to consolidate the portfolio of software, and establishing a formal policy on “buy-versus-build” decision process for IT solutions. Staff provided an update on the development of the IT Strategic Plan. To date, staff has created a roadmap of the portfolio of applications, and is evaluating the possibility of consolidating and eliminating redundancies in the applications.

• Action:

  • Staff to deliver report on IT Best Practices Review to the BRC in April.

  • Staff to develop an implementation plan to present to the BRC, which will also prioritize the recommendations.

  • The BRC to review the strategic plan to ensure alignment of the IT best practices implementation plan with the strategic plan.

3. Enterprise Risk Management Update — Staff lead a discussion on the updated enterprise risk management study performed by an outside consulting firm, which included discussion of past risk management assessments, an overall assessment framework to evaluate each department at ICANN, and an initial assessment of one ICANN Department. The BRC examined the metrics used in the risk evaluation and noted that adjustments are needed to the risk assessment criteria to account for ICANN‘s specific risk appetite. The BRC also discussed the need to factor in information from previous risk assessments going forward as the enterprise risk management strategy is developed. Staff and the BRC addressed whether additional resources are needed to perform the risk management functions within the organization.

• Action:

  • Staff to provide more detailed report of the Enterprise Risk Management Update presentation in advance of the May meeting.

  • The BRC to provide feedback on ICANN‘s risk appetite and strategic plan implications at the May meeting.

  • Staff to develop an action plan to complete risk assessments for the remaining ICANN departments.

  • The BRC to discuss at May meeting the DNS Risk Management Framework developed by Westlake Governance.

4. New gTLD Risk Update — The BRC briefly discussed previous risk assessments of the New gTLD Program and the need to revisit the issue to assess the current status of how risks are being managed.

• Action:

  • The BRC to discuss at a future meeting the current landscape of risks associated with the New gTLD Program.

5. Any Other Business — The BRC did not bring any further business to the table.

The meeting was adjourned at 4:15 pm local time in Beijing, China.

SIC Members: Ray Plzak – Chair; Sébastien Bachollet; Bertrand de La Chapelle; and Francisco da Silva

SIC Apologies: Judith Duavit Vazquez

Staff Attendees: David Olive – Vice President, Policy Development Support, Megan Bishop, Michelle Bright, Samantha Eisner, Alice Jansen, and Rob Hoggarth

The following is a summary of discussions, decisions, and actions identified:

The telephonic meeting was called to order at 14:06 UTC.

1. RSSAC Review Implementation: The SIC discussed the status of the RSSAC Review Implementation and the proposed recommendation of the adoption of Bylaws to reflect the updated charter of the RSSAC. The SIC approved a recommendation to the Board to approve the Bylaws revisions for the RSSAC.
   • Action::
     • Staff to forward recommendation to the Board after incorporating clarifications requested by SIC members.
2. GNSO Charter Amendment Procedure: The SIC continued its discussion of the draft process for review and amendment of Charters of the Stakeholder Groups and Constituencies within the GNSO. The SIC discussed the need to highlight that this recommended process is part of the oversight responsibility of the Board, while still providing mechanisms for easier self-organization among the stakeholder/constituent entities. The SIC also requested that the language of the document be clarified as to its applicability to both GNSO Stakeholder Groups and Constituencies so that there is a single process for the reviews. The SIC discussed some potential refinements to the procedure including time frames and Board review of SIC recommendations on the charters.
   • Action::
     • SIC member to coordinate with staff to perform requested edits and clarifications of draft procedures prior to the Beijing Meeting.
3. Application for New Constituency by Cybercafé Association: The SIC received an update on the consideration of the application for recognition as a new GNSO constituency, including information on the work that occurred between ICANN staff and the proponents of the constituency. Staff provided an update to the prior documentation on this issue, to prepare for forwarding a recommendation to the Board on addressing the Non-Commercial Stakeholder Group’s decision to reject the application on multiple grounds, including that the group is commercial in nature, and not a global organization among other concerns. The SIC also discussed some of the challenges posed by the model that we have today, where some constituencies may not neatly fit within the GNSO Stakeholder Groups as currently defined. The SIC agreed to provide a recommendation to the Board to accept the NCSG decision on the application.
   • Action::
     • SIC members to consider this situation as a potential case study as part of the discussion of the evolution of ICANN structures with the introduction of New gTLDs.
     • Staff to provide the SIC with a brief compilation of voting methods/decision making procedures inside of the various GNSO structures.
     • Staff to forward recommendation to the Board after updating the recommendation in line with SIC member comments.
4. SIC Activities in Beijing: The SIC briefly discussed some of the work that is anticipated to occur at the ICANN meeting in Beijing, and noted that community sessions on ICANN structure as impacted by new gTLDs are anticipated for scheduling at the ICANN meeting in Durban. The SIC also briefly discussed its agenda for the SIC meeting in Beijing, as well as planning for the review of the Nominating Committee.

The telephonic meeting was adjourned at 15:07 UTC.

SIC Members: Ray Plzak – Chair; Sébastien Bachollet; Bertrand de La Chapelle; and Francisco da Silva

SIC Apologies: Judith Duavit Vazquez

Staff Attendees: David Olive – Vice President, Policy Development Support, Megan Bishop, Michelle Bright, Samantha Eisner, Alice Jansen, and Rob Hoggarth

The following is a summary of discussions, decisions, and actions identified:

The telephonic meeting was called to order at 14:06 UTC.

1. RSSAC Review Implementation: The SIC discussed the status of the RSSAC Review Implementation and the proposed recommendation of the adoption of Bylaws to reflect the updated charter of the RSSAC. The SIC approved a recommendation to the Board to approve the Bylaws revisions for the RSSAC.
   • Action::
     • Staff to forward recommendation to the Board after incorporating clarifications requested by SIC members.
2. GNSO Charter Amendment Procedure: The SIC continued its discussion of the draft process for review and amendment of Charters of the Stakeholder Groups and Constituencies within the GNSO. The SIC discussed the need to highlight that this recommended process is part of the oversight responsibility of the Board, while still providing mechanisms for easier self-organization among the stakeholder/constituent entities. The SIC also requested that the language of the document be clarified as to its applicability to both GNSO Stakeholder Groups and Constituencies so that there is a single process for the reviews. The SIC discussed some potential refinements to the procedure including time frames and Board review of SIC recommendations on the charters.
   • Action::
     • SIC member to coordinate with staff to perform requested edits and clarifications of draft procedures prior to the Beijing Meeting.
3. Application for New Constituency by Cybercafé Association: The SIC received an update on the consideration of the application for recognition as a new GNSO constituency, including information on the work that occurred between ICANN staff and the proponents of the constituency. Staff provided an update to the prior documentation on this issue, to prepare for forwarding a recommendation to the Board on addressing the Non-Commercial Stakeholder Group’s decision to reject the application on multiple grounds, including that the group is commercial in nature, and not a global organization among other concerns. The SIC also discussed some of the challenges posed by the model that we have today, where some constituencies may not neatly fit within the GNSO Stakeholder Groups as currently defined. The SIC agreed to provide a recommendation to the Board to accept the NCSG decision on the application.
   • Action::
     • SIC members to consider this situation as a potential case study as part of the discussion of the evolution of ICANN structures with the introduction of New gTLDs.
     • Staff to provide the SIC with a brief compilation of voting methods/decision making procedures inside of the various GNSO structures.
     • Staff to forward recommendation to the Board after updating the recommendation in line with SIC member comments.
4. SIC Activities in Beijing: The SIC briefly discussed some of the work that is anticipated to occur at the ICANN meeting in Beijing, and noted that community sessions on ICANN structure as impacted by new gTLDs are anticipated for scheduling at the ICANN meeting in Durban. The SIC also briefly discussed its agenda for the SIC meeting in Beijing, as well as planning for the review of the Nominating Committee.

The telephonic meeting was adjourned at 15:07 UTC.

AC Attendees: Erika Mann – Chair; Bill Graham; Olga Madruga-Forti, Gonzalo Navarro and Judith Duavit Vazquez

Other Board Attendees: Steve Crocker

Staff Attendees: Akram Atallah – Chief Operating Officer; Xavier Calvez – Chief Financial Officer; John Jeffrey – General Counsel and Secretary; Megan Bishop, Michelle Bright, Samantha Eisner, Ken Redhead, Diane Schroeder, and Amy Stathos

1. Update for New Board Member: The AC provided a review of its recent work, beginning with a review of the AC Charter, discussing the AC‘s work with the independent auditor, and identifying the recent topics that have been under consideration by the committee. The recent topics include developing a robust internal control framework, as well as the development of a referential matrix to use a tool for discussing financial reporting. The AC has also discussed the rotation of auditors, issues of how to disclose the New gTLD Program in the financial statements, as well as the development of a revenue and expense recognition policy. The AC has also addressed issues related to the reserve fund level, though it is not a primary AC duty. The AC discussed the International Financial Reporting Standards (IFRS) that, though not directly applicable to ICANN, are being considered as a referential model for developing financial reporting efforts.
   • Action::
     • Staff to keep the AC updated on it work in analyzing the IFRS, and how they might differ or be inconsistent from how and what ICANN must report.
2. Plan for Independent Audit for FY13: The AC agreed to recommend that the Board authorize staff to engage Moss Adams as the independent auditor to perform the FY13 audit.
   • Action::
     • Staff to forward recommendation to the Board.
3. Executive Session: The AC convened an executive session with ICANN‘s new Controller without additional staff present.

AC Attendees: Erika Mann – Chair; Bill Graham; Olga Madruga-Forti, Gonzalo Navarro and Judith Duavit Vazquez

Other Board Attendees: Steve Crocker

Staff Attendees: Akram Atallah – Chief Operating Officer; Xavier Calvez – Chief Financial Officer; John Jeffrey – General Counsel and Secretary; Megan Bishop, Michelle Bright, Samantha Eisner, Ken Redhead, Diane Schroeder, and Amy Stathos

1. Update for New Board Member: The AC provided a review of its recent work, beginning with a review of the AC Charter, discussing the AC‘s work with the independent auditor, and identifying the recent topics that have been under consideration by the committee. The recent topics include developing a robust internal control framework, as well as the development of a referential matrix to use a tool for discussing financial reporting. The AC has also discussed the rotation of auditors, issues of how to disclose the New gTLD Program in the financial statements, as well as the development of a revenue and expense recognition policy. The AC has also addressed issues related to the reserve fund level, though it is not a primary AC duty. The AC discussed the International Financial Reporting Standards (IFRS) that, though not directly applicable to ICANN, are being considered as a referential model for developing financial reporting efforts.
   • Action::
     • Staff to keep the AC updated on it work in analyzing the IFRS, and how they might differ or be inconsistent from how and what ICANN must report.
2. Plan for Independent Audit for FY13: The AC agreed to recommend that the Board authorize staff to engage Moss Adams as the independent auditor to perform the FY13 audit.
   • Action::
     • Staff to forward recommendation to the Board.
3. Executive Session: The AC convened an executive session with ICANN‘s new Controller without additional staff present.

Consent Agenda:

• Approval of Minutes

Main Agenda:

• Resolution on Reconsideration Requests 13-1 and 13-2
• Resolution(s) on GAC Advice
• Info Paper on Dottless Domains (if time permits)
• Info Paper on non-delegated TLDS (if time permits)
• Info Paper on GNSO/ALAC Recommendations for New gTLD Program Metrics (if time permits)
• AOB