ASO AC ICANN Board Selection Procedures

9. Selection of Individuals to the ICANN Board of Directors

9.1. Authority

Under Sections 7.2 and 9.2 of the ICANN Bylaws, the ASO is responsible for selecting persons to fill seats 9 and 10 of the ICANN Board.

9.2. Overview

The ICANN Bylaws establish the beginning of the terms of seats 9 and 10 of the ICANN Board. In those years when the term of one of these seats is to expire, the Address Council will establish a timeline in accordance with the General Selection Procedure in Section 9.4 to select a person to fill the projected vacancy. If a seat is vacated before its term expires, then the Address Council will follow the Extraordinary Selection Procedure in Section 9.5. In either case, the procedure will consist of four phases: nomination, comment, interview, and selection.

9.3. Eligibility Requirements

All candidates desiring to be selected to the ICANN Board by the Address Council must meet the selection criteria and conflict of interest requirements stated in the ICANN Bylaws and any other relevant documents that ICANN publishes or identifies. No candidate will be considered who does not sign a letter of certification attesting to compliance with ICANN’s stated requirements and to the candidate’s conduct and character (Certification Letter). The Certification Letter will be emailed to each candidate along with instructions for completing the letter. Any candidate who fails to follow these instructions will not be considered. The selected candidate will be subjected to a due diligence review process, as described in Section 9.4.9.

9.4. General Selection Procedure

The Address Council shall use the General Selection Procedure in this Section 9.4 to fill an ASO-designated seat whose term is set to expire. If an Address Council member accepts a nomination to be considered by the Address Counsel for a seat on the ICANN Board, that member shall not participate in any discussion or vote relating to the Address Council’s selection of Directors until the Address Council has selected its full complement of Directors.

9.4.1. Selection Process

The Address Council shall establish a timeline to select a candidate for the ICANN Board in accordance with ICANN’s requirements. The Address Council shall announce its timeline and procedures on the ASO Website, other websites, and email lists as determined by the Address Council. The Address Council shall also post notices at the beginning of each phase, as set forth below, and as agreed by the Address Council.

9.4.2. Qualification Review Committee

A Qualification Review Committee (QRC) will be established to create a slate of qualified candidates for the interview phase. This committee will consist of five members of the Address Council, provided that no more than two QRC members may come from the same region. Any Address Council member may observe the QRC’s proceedings.

9.4.3. Nomination Phase

The nomination phase shall last at least 60 days. The Secretariat shall announce the start of the nomination phase and state the deadline for presenting nominations on the ASO Website, other web sites, and email lists as appropriate. This announcement will direct interested parties to the ASO Website to view information about the selection process, candidate eligibility requirements, the responsibilities upon selection, and the application mechanism. Anyone may nominate any person. Nominations will be sent to the Secretariat, who will contact the nominee, notify them of their impending nomination, and provide them with a copy of the Certification Letter and a general questionnaire. The questionnaire will also secure written consent from the candidate to permit ICANN to conduct its due diligence review. The nominee will complete the Certification Letter and questionnaire and return them to the Secretariat. The Secretariat will forward them to the QRC.

9.4.4. Candidate Evaluation

The QRC will review nominee submissions for completeness and for compliance with the eligibility criteria and conflict of interest requirements. If it deems necessary, the QRC may ask for additional information from any nominee. The Address Council shall publish information about each nominee it determines to be a qualified candidate in a running list of candidates on the ASO Website. Nominees who do not complete the activities in Section 9.4.3 by the close of the nomination phase will not be considered as candidates. If there is not at least one more candidate than the number of open seats, the nomination period will be extended until such time as this number is obtained.

9.4.5.Comment Phase

The comment phase shall last at least 30 days plus the amount of time required to conduct the interview phase. The comment phase starts at the close of the nomination phase. The Address Council shall make a comment section available on the ASO Website. Anyone may submit a comment. All comments will be moderated prior to display. The comment phase will conclude at the same time that the interview phase concludes.

9.4.6. Interview Phase

The interview phase shall last up to 60 days and shall commence 30 days after the start of the comment phase. During the interview phase, the Address Council shall conduct up to 3 rounds of interviews for candidates who have completed the nomination phase and satisfied the eligibility criteria and conflict of interest requirements. The Address Council shall conduct the first round in writing, the second round by videoconference, and the third round (where necessary) by videoconference or other mutually agreeable mechanism. Candidates must participate in all applicable interview rounds conducted by the Address Council to remain under consideration.

9.4.6.1. Interview Committee

An Interview Committee (IC) will be established to interview candidates. This committee will consist of five members of the Address Council, provided that no more than two IC members may come from the same region. Members of the QRC are eligible to participate on the IC. The IC may enlist the support of additional Address Council members to conduct interviews. The IC will produce a comparative report. It is expected that such a report will rank the candidates, describe how the ranking was derived, and summarize the questions and answers. Any Address Council member may observe the IC’s proceedings.

9.4.6.2. Interview Round 1: Written Interview

A written interview will be conducted for all qualified candidates. At the beginning of the interview phase, each candidate will receive a list of questions, developed by the Address Council, to answer in writing. The candidates will have 10 days to complete the questionnaire and return it to the Secretariat. The Address Council will meet to examine the responses to the written interview questionnaire from each candidate and determine if any candidates should be further interviewed. Persons not considered for further interviews will be removed from further consideration.

9.4.6.3. Interview Round 2: Video Conference Interview

The IC will interview any candidates who remain under consideration after the written interview by means of videoconference. Other members of the Address Council may attend the videoconference, but they may not ask questions or otherwise comment during the interview. Before the interview, each candidate will be provided with a list of questions so that they may prepare for the interview. The IC shall present a report of each interview conducted to the Address Council. The Address Council will meet to examine the report of each candidate’s round 2 interview and determine if any candidates should be interviewed further.

9.4.6.4. Interview Round 3: Video Conference Interview

The IC may, but is not required to, interview any candidates that remain under consideration after the second round by means of an additional videoconference. Other members of the Address Council that may attend such videoconference, but they may not ask questions or otherwise comment during the interview.

Before the interview, each candidate will be provided with a list of questions so that they may prepare for the interview. The IC shall present a report of each candidate’s round 3 interview to the Address Council.

9.4.7. Selection Phase

The selection phase shall last at least 14 days, beginning at the close of the interview phase. During this phase, the Address Council shall meet to evaluate the remaining candidates and vote pursuant to Section 7.2. The Address Council shall announce the selected candidate only after ICANN has completed its due diligence review and the review has not raised any significant concerns.

9.4.8. Notifying ICANN

At the request of the Chair, the Secretariat will notify the Secretary of ICANN of the selection result, providing the name and contact information of the successful candidate.

9.4.9. Candidate Review

The successful candidate will be subjected to a due diligence review process independently managed by ICANN. Depending on the region in which the candidate is located, a due diligence review generally takes 3-4 weeks to complete. The due diligence process is meant to ensure that there is nothing in the candidate’s past or the information provided to the Address Council during the nomination process that would raise any concerns about permitting the candidate to serve as a Director. If the originally selected candidate fails the due diligence review, the candidate that received the next highest number of votes will become the selected candidate and will be put forward for due diligence review.

9.4.10. Announcement of Election Results

Election results, including the vote counts from each election, will be provided only to the eligible voters. This information is strictly confidential. Following a successful due diligence review and report thereof to the Address Council, the Chair will announce the results of the election.

9.5. Extraordinary Selection Procedure

If an ASO-designated seat on the ICANN Board becomes vacant before the end of its term, the Address Council will fill the vacancy using one of the procedures set forth in this Section 9.5, as determined by majority vote of the Address Council (internal matter). Once appointed, the selected person will serve for the remainder of the term of the vacated seat.

9.5.1. Selection from a Previous Candidate List

The Address Council may select any candidate who received at least one third of all votes cast in the most recent General Selection Procedure. The Chair may contact all candidates who meet this criterion to ask if they are willing to serve out the remaining term. If one or more candidates meet this criterion and are willing to serve, the Address Council will follow the selection procedure in Section 9.4.7. If no candidate meets this criterion, is willing to serve, or receives the requisite number of votes, the Address Council may select a candidate pursuant to Sections 9.5.2 or 9.5.3.

9.5.2. Selection from Public Nominations

At the request of the Chair, the Secretariat will issue a call for candidates using the process in Section 9.4.3, except that the Chair shall determine the length of the nomination period. Each nominee must complete and submit the Certification Letter and the questionnaire within 15 days. Thereafter, the Address Council will select a candidate following the procedure in Section 9.4.7.

9.5.3. Selection from Address Council Nominations

Members of the Address Council will nominate at least 2 candidates for the open seat. At the request of the Chair, the Secretariat will notify the potential candidates as set forth in Section 9.4.3. Each nominee must complete and submit the Certification Letter and the questionnaire within 15 days. Thereafter, the Address Council will select a candidate following the procedure in Section 9.4.7.

9.5.4. Notification of ICANN