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Governance Guidelines

(As amended 18 July 2018)

Board Governance Guidelines


Over the course of the existence of Internet Corporation for Assigned Names and Numbers (ICANN), the Board, consisting of voting Directors and non-voting liaisons (collectively the Board or Board members) has developed governance policies and practices to help it fulfill its responsibilities to ICANN and its stakeholders. These Board Governance Guidelines (Guidelines) provide a structure within which the Board and the organization can effectively pursue ICANN's Mission. The Board intends that these Guidelines serve as a flexible framework within which the Board may conduct its business, not as a set of binding legal obligations. These Guidelines should be interpreted in the context of all applicable laws, and ICANN's Articles of Incorporation, Bylaws, policies and processes. The Guidelines are subject to future refinement or changes as the Board may find necessary or advisable.

Role of the Board

The Mission of ICANN is to ensure the stable and secure operation of the Internet's unique identifier systems. The fundamental responsibility of Directors (as defined below) is to exercise their business judgment to act in what they reasonably believe to be the best interests of ICANN and for the benefit of the Internet community as a whole. Actions of the Board should reflect the Board's collective action after taking due reflection.

It is the duty of the Board to oversee management's performance to ensure that ICANN operates with efficiency and effectiveness, in a fiscally responsible and accountable manner and, where practicable and not inconsistent with ICANN's other obligations under the Bylaws, and in a manner that is responsive to the needs of the global Internet community. The Board will also be responsible for overseeing the development of ICANN's Operating Plan and Strategic Plan (each as defined in the Bylaws).

In performing its Mission, ICANN must operate in a manner consistent with the Bylaws for the benefit of the Internet community as a whole, carrying out its activities in conformity with relevant principles of international law and international conventions and applicable local law, through open and transparent processes that enable competition and open entry in Internet-related markets. Specifically, ICANN commits to do the following (the "Commitments"):

  • Preserve and enhance the administration of the DNS and the operational stability, reliability, security, global interoperability, resilience, and openness of the DNS and the Internet;
  • Maintain the capacity and ability to coordinate the DNS at the overall level and work for the maintenance of a single, interoperable Internet;
  • Respect the creativity, innovation, and flow of information made possible by the Internet by limiting ICANN's activities to matters that are within ICANN's Mission and require or significantly benefit from global coordination;
  • Employ open, transparent and bottom-up, multistakeholder policy development processes that are led by the private sector (including business stakeholders, civil society, the technical community, academia, and end users), while duly taking into account the public policy advice of governments and public authorities. These processes shall (A) seek input from the public, for whose benefit ICANN in all events shall act, (B) promote well-informed decisions based on expert advice, and (C) ensure that those entities most affected can assist in the policy development process;
  • Make decisions by applying documented policies consistently, neutrally, objectively, and fairly, without singling out any particular party for discriminatory treatment (i.e., making an unjustified prejudicial distinction between or among different parties); and
  • Remain accountable to the Internet community through mechanisms defined in the Bylaws that enhance ICANN's effectiveness.

Additionally, the following core values should guide the Board's decisions and actions (the "Core Values"):

  • To the extent feasible and appropriate, delegating coordination functions to or recognizing the policy role of, other responsible entities that reflect the interests of affected parties and the roles of bodies internal to ICANN and relevant external expert bodies;
  • Seeking and supporting broad, informed participation reflecting the functional, geographic, and cultural diversity of the Internet at all levels of policy development and decision-making to ensure that the bottom-up, multistakeholder policy development process is used to ascertain the global public interest and that those processes are accountable and transparent;
  • Where feasible and appropriate, depending on market mechanisms to promote and sustain a competitive environment in the DNS market;
  • Introducing and promoting competition in the registration of domain names where practicable and beneficial to the public interest as identified through the bottom-up, multistakeholder policy development process;
  • Operating with efficiency and excellence, in a fiscally responsible and accountable manner and, where practicable and not inconsistent with ICANN's other obligations under these Bylaws, at a speed that is responsive to the needs of the global Internet community;
  • While remaining rooted in the private sector (including business stakeholders, civil society, the technical community, academia, and end users), recognizing that governments and public authorities are responsible for public policy and duly taking into account the public policy advice of governments and public authorities;
  • Striving to achieve a reasonable balance between the interests of different stakeholders, while also avoiding capture; and
  • Subject to the limitations set forth in Section 27.2 of the Bylaws, within the scope of its Mission and other Core Values, respecting internationally recognized human rights as required by applicable law. This Core Value does not create, and shall not be interpreted to create, any obligation on ICANN outside its Mission, or beyond obligations found in applicable law. This Core Value does not obligate ICANN to enforce its human rights obligations, or the human rights obligations of other parties, against other parties.

These Commitments and Core Values are intended to apply in the broadest possible range of circumstances. The Commitments reflect ICANN's fundamental compact with the global Internet community and are intended to apply consistently and comprehensively to ICANN's activities. The specific way in which Core Values are applied, individually and collectively, to any given situation may depend on many factors that cannot be fully anticipated or enumerated. Situations may arise in which perfect fidelity to all Core Values simultaneously is not possible. Accordingly, in any situation where one Core Value must be balanced with another, potentially competing Core Value, the result of the balancing must serve a policy developed through the bottom-up multistakeholder process or otherwise best serve ICANN's Mission. (See Bylaws, Section 1.2(c).)

Some of the Board's key responsibilities are to ensure that ICANN's ethics are managed effectively, that ICANN as a whole (as well as individual Board members and personnel) operates pursuant to the highest ethical standards, that ICANN complies with applicable laws, and that ICANN considers adherence to best practices in all areas of operation. In overseeing the development of ICANN's strategy, the Board has a responsibility to assure that strategic work and business plans do not give rise to risks that have not been assessed by ICANN's executive management. To that end, the Board has a role in overseeing executive management in the assessment and governance of enterprise risk management and sound information technology planning to meet the long-term needs of ICANN.

Directors are individuals who have the duty to act in what they reasonably believe are the best interests of ICANN and are not representatives of the entity that selected them, the EC (as defined in the Bylaws), their employers, or any other organizations or constituencies. (See Bylaws, Section 7.7.)

Board Composition and Selection; Independent Directors

  1. Board Size. The Board has 16 voting members (Directors) and four non-voting liaisons (Liaisons) (collectively Directors and Liaisons referred to as Board members). Only Directors shall be included in determining the existence of quorums, and in establishing the validity of votes taken by the Board.

  2. Selection of Board Members. Board Members are selected in accordance with the procedures set forth in Sections 7.2, 7.8 and 7.9 of ICANN's Bylaws. Specifically, the Empowered Community is the sole designator of ICANN and designates, within the meaning of Section 5220 of the California Corporations Code, all Directors (except for the President ex officio) following their nominations by the Nominating Committee, Supporting Organization or At-Large Community (as these terms are used in ICANN's Bylaws), as applicable.

  3. Board Membership Criteria. The Nominating Committee, Supporting Organizations and the At-Large Community seek to ensure that the Board is composed of members who in the aggregate display diversity in geography, culture, skills, experience and perspective. In accordance with Section 7.3 of ICANN's Bylaws, the Board is to be comprised of individuals that meet the following requirements:

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

    • 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.

    • Persons who will produce the broadest cultural and geographic diversity on the Board consistent with meeting the other criteria set forth in Section 7.3 of ICANN's Bylaws.

    • 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.

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

    No official of a national government or a multinational entity established by treaty or other agreement between national governments may serve as a Director, and no person who serves in any capacity (including as a Liaison) on any Supporting Organization council will simultaneously serve as a Director or Liaison. In addition, persons serving in any capacity on the Nominating Committee will be ineligible for selection to positions on the Board and no person who served on the EC Administration will be considered for nomination or designation to the Board, nor serve simultaneously on the EC Administration and as a Director or Liaison. (See Bylaws, Section 7.4.)

    In order to ensure broad international representation on the Board, the nomination of Directors by the Nominating Committee, each Supporting Organization and the At-Large Community shall comply with all applicable diversity provisions of the Bylaws or of any memorandum of understanding referred to in the Bylaws concerning the Supporting Organization.

  4. Removal. Any Director designated by the Empowered Community may be removed without cause: (i) by the Empowered Community pursuant to and in compliance with the procedures in Section 3.1 or Section 3.2 of Annex D of the Bylaws, as applicable, or (ii) following notice to that Director, by a three-fourths (3/4) majority vote of all Directors; provided, however, that (x) each vote to remove a Director shall be a separate vote on the sole question of the removal of that particular Director; and (y) such removal shall not be effective until the Secretary has provided notice to the EC Administration (as defined in the Bylaws) of the Board's removal vote and the requirements of Section 6.4 of the Bylaws have been met.

    The Board may remove any Director who has been declared of unsound mind by a final order of court, or convicted of a felony, or been found by a final order or judgment of any court to have breached any duty under Sections 5230 through 5239 of the California Corporations Code, and in the case of such removal, the Secretary shall promptly notify the EC Administration in writing, with a copy to the body that nominated such Director, and shall promptly post such notification to the Website. The vacancies created by such removal shall be filled in accordance with Section 7.12(a) of the Bylaws.

    All Directors (other than the President) may be removed at the same time by the EC by the EC Administration delivering an EC Board Recall Notice (as defined in the Bylaws) to the Secretary pursuant to and in compliance with Section 3.3 of Annex D of the Bylaws. The vacancies created by such removal shall be filled by the EC in accordance with Section 7.12(b) of the Bylaws.

    With the exception of the Liaison appointed by the Governmental Advisory Committee, any Liaison may be removed, following notice to that Liaison and to the organization by which that Liaison was selected, by a three-fourths (3/4) majority vote of all Directors if the selecting organization fails to promptly remove that Liaison following such notice. The Board may request the Governmental Advisory Committee to consider the replacement of the Liaison appointed by that Committee if the Directors, by a three-fourths (3/4) majority vote of all Directors, determines that such an action is appropriate. (See Bylaws, Section 7.11.)

  5. Pre-Service Letter.  As a condition to sitting on the Board, each Director other than the President ex officio shall sign a pre-service letter pursuant to which such Director: (i) acknowledges and agrees to the EC's right to remove the Director at any time and for any reason following the processes set forth in the Bylaws; (ii) acknowledges and agrees that serving as a Director shall not establish any employment or other relationship (whether to ICANN, the EC, any body entitled to nominate a Director, or any of their agents) that provides any due process rights related to termination of service as a Director; and (iii) conditionally and irrevocably resigns as a Director automatically effective upon communication to the Director or, in the case of Board recall, communication to the Board of a final determination of removal following the processes set forth in the Bylaws (See Bylaws, Section 7.2(f).

  6. Term Limits. The Board has determined that it is in the best interest of ICANN and its stakeholders to strike a balance between Board continuity and Board evolution. Board members who serve on the Board for an extended period of time are able to provide valuable insight into the operations and future of ICANN based on their experience with, and understanding of, ICANN's Mission, history, policies and objectives. However, term limits ensure that the Board will continue to evolve with the infusion of fresh ideas and new perspectives. At present, Board members are not allowed to serve more than three consecutive, three-year terms on the Board, other than the President and CEO. A person selected to fill a vacancy in a term shall not be deemed to have served that term. The term as Director of the person holding the office of President will be for as long as, and only for as long as, such person holds the office of President and CEO. (See Bylaws, Sections 7.7(e) and (f).)

  7. President; Board Chair and Vice-Chair. The Board selects ICANN's President and CEO, Chair and Vice-Chair in the manner that it determines to be in the best interests of ICANN. The Board shall annually elect a Chair and a Vice-Chair from among the Directors. The President and CEO, who serves as an ex officio Director, is not eligible to be the Chair or Vice-Chair of the Board. (See Bylaws, Sections 7.2(d) and 15.2.)

  8. Post-Service Limitation. The Board has resolved that any and all Board Members who approve any new gTLD application shall not take a contracted or employment position with any company sponsoring or in any way involved with that new gTLD for 12 months after the Board made the decision on the application. (See Resolution 2011.12.08.19.) 1

    Following a Board Member's service on the Board, such Board Member will not disclose or otherwise use any confidential information of ICANN or confidential information of any third party obtained through the Board member's service on the Board. In addition, a former Board member should not benefit, directly or indirectly, from the knowledge gained or decisions taken while a Board member after ceasing to be on the Board.

Board Meetings; Involvement of Senior Management and Independent Advisors

  1. Board Meetings – Frequency. The Board will generally hold regularly scheduled meetings throughout the year and will hold additional special meetings as necessary, subject to a minimum of four Board meetings per year. In addition, the Board generally has informal meetings from time to time to review and discuss ICANN's operations and policy matters. Each Board member is expected to attend both scheduled and special meetings, except if unusual circumstances make attendance impractical

  2. Board Meetings – Agenda. At least seven days in advance of each Board meeting (or if not practicable, as far in advance as is practicable), a notice of such meeting and, to the extent known, an agenda for the meeting will be posted on the ICANN website. Board meeting agendas will be set by the Chair of the Board, following consultation with ICANN management and taking into account suggestions from other members of the Board.

  3. Advance Distribution of Materials. All information relevant to the Board's understanding of matters to be discussed at an upcoming Board meeting should be distributed in writing or electronically to all members in advance, whenever feasible and appropriate. Each Board Member is expected to review this information in advance of the meeting to facilitate the efficient use of meeting time. Each Board Member is expected to be prepared for Board meetings and provide appropriate and constructive input on matters set forth in the agenda. The Board recognizes that certain items to be discussed at Board meetings are of an extremely sensitive nature and that the distribution of materials on these matters prior to Board meetings may not be appropriate.

  4. Board Meetings – Attendance. Board members must attend all scheduled meetings of the Board, including meetings called on an ad hoc basis for special matters, unless prior apology has been submitted to the Chair or the Secretary. Meetings require the minimum quorum as specified in the ICANN Bylaws. Subject to ICANN's Bylaws, Board Members may participate in a meeting of the Board or any committee of the Board through use of: (i) conference telephone or similar communications equipment, provided that all Board Members participating in such a meeting can speak to and hear one another; or (ii) electronic video screen communication or other communication equipment. Management is encouraged to invite ICANN personnel to any Board meeting at which their presence and expertise would help the Board have a full understanding of matters being considered, however invited attendees do not count toward the required quorum. Invited attendees are not permitted to vote.

  5. Implementation of Decisions. Board decisions that are to be implemented by ICANN should be communicated in a clear and understandable manner and, when determined appropriate by the Board, with implementation timelines. The Board will monitor and oversee management's implementation of such Board decisions.

  6. Board Meetings – Minutes. The minutes of each Board meeting shall be prepared by or under the direction of the Secretary as soon as practicable following the meeting, for approval by the Board at its next Board meeting, if feasible, or as soon thereafter as is practicable.

  7. Access to Employees. The Board should have access to ICANN organization's Executive Team members to ensure that Board members can ask all questions and glean all information necessary to fulfill their duties. The President and CEO, together with the Board, have developed a protocol for making inquiries to the Executive Team.

  8. Access to Independent Advisors. The Board and its committees have the right at any time to retain independent outside auditors and financial, legal or other advisors. Individual Directors may not retain outside advisors without prior Board or committee approval, as applicable. ICANN will provide appropriate funding, as determined by the Board, to compensate those independent outside auditors or advisors, as well as to cover the ordinary administrative expenses incurred by the Board and its committees in carrying out their duties. It is expected that ICANN organization will assist the Board and committees in retaining outside advisors.

  9. Compensation Consultant Independence. The Compensation Committee has sole authority to retain and terminate compensation consultants that advise the Compensation Committee, as it deems appropriate. It is the policy of the Compensation Committee that any compensation consultant retained by the Compensation Committee must be independent of ICANN management. It is expected that ICANN organization will assist the Compensation Committee in retaining outside advisors.

  10. Executive Sessions of Non-Management Directors. The non-management Board members will meet regularly in executive session, i.e., without management present. These executive sessions will be called and chaired by the Chair of the Board and, in the absence of the Chair, by the Vice-Chair of the Board. These executive session discussions may include such topics as the Chair (or Vice-Chair, as applicable) determines.

Accountability and Review; Public Meetings

  1. Annual Report. The Board shall publish, at least annually, a report describing its activities including an audited financial statement and a description of any payments made by ICANN to Board members (including reimbursements of expenses). This report will be prepared and sent to each member of the Board and to such other persons as the Board may designate, no later than one hundred twenty (120) days after the close of ICANN's fiscal year. (See Bylaws, Section 22.3.) The Board will oversee and ensure the integrity of this annual audited financial statement report. In doing so, the Board will ensure that is has an effective Audit Committee, made up of independent Directors.

  2. Ombudsman. Pursuant to Article 5 of the Bylaws, ICANN maintains an Office of Ombudsman, to be managed by an Ombudsman and to include such support from the organization as the Board determines is appropriate and feasible. The principal function of the Ombudsman is to provide an independent internal evaluation of complaints by members of the ICANN community who believe that the ICANN staff, the Board or an ICANN constituent body has treated them unfairly. The Ombudsman shall serve as an objective advocate for fairness, and shall seek to evaluate and where possible resolve complaints about unfair or inappropriate treatment by ICANN staff, the Board, or ICANN constituent bodies, clarifying the issues and using conflict resolution tools such as negotiation, facilitation and "shuttle diplomacy" to achieve these results. The Office of Ombudsman shall publish on an annual basis a consolidated analysis of the year's complaints and resolutions, appropriately dealing with confidentiality obligations and concerns. The annual report will be posted on ICANN's website. (See Bylaws, Article 5.) The Office of the Ombudsman shall also review reconsideration requests and provide the Board Accountability Mechanisms Committee with its substantive evaluation of such reconsideration requests, as provided in the Bylaws, unless the Office of the Ombudsman has recused itself in accordance with the Bylaws. (See Bylaws, Article 4.2.)

  3. Requests for Reconsideration. Subject to the provisions of ICANN's Bylaws, any person or entity materially affected by any Board or staff action or inaction if such affected person or entity believes the action contradicts established ICANN's Mission, Commitments, Core Values and/or policies, by actions or inactions of the Board or staff that such affected person or entity believes has been taken without consideration of material information, or by actions or inactions of the Board or staff that such affected person or entity believes has been taken as a result of the Board's or staff's reliance on false or inaccurate relevant information, may request review or reconsideration of that action or inaction. The EC may file a request for reconsideration if the matter relates to the exercise of the powers and rights of the EC. (See Bylaws, Section 4.2.)

  4. Independent Review. Subject to the provisions of ICANN's Bylaws, any legal or natural person, group, or entity including, but not limited to the EC, a Supporting Organization, or an Advisory Committee (collectively, Claimant) that has suffered an injury or harm as a result of a Covered Action (as defined in the Bylaws) may seek independent review of that Covered Action to the extent the Claimant believes it violated ICANN's Articles of Incorporation or Bylaws. (See Bylaws, Section 4.3.)

Performance Evaluation; Development and Succession Planning

  1. Annual President and CEO Evaluation. The Chair of the Compensation Committee leads the Compensation Committee in conducting a review of the performance of the President and CEO at least annually. The Compensation Committee establishes the evaluation process for the review of the President and CEO's performance. The evaluation results are reviewed and discussed with the non-management Board members, and the results are communicated to the President and CEO. The Board Governance Committee, from time to time, is to review and advise on the effectiveness of the relationship between the President and CEO and the Board.

  2. Development and Succession Planning. A primary responsibility of the Board is planning for President and CEO succession and overseeing the identification and development of executive talent. The Board, with the assistance of the Compensation Committee and working with the President and CEO and the human resources department, oversees executive officer development and corporate succession plans for the President and CEO and other executive officers to provide for continuity in senior management.

    The Board will maintain an emergency succession contingency plan should an unforeseen event such as death or disability occur that prevents the President and CEO from continuing to serve. The plan will identify the individuals who would act in an emergency and their responsibilities. The contingency plan is to be reviewed by the Board annually and revised as appropriate.

    The Board may review development and succession planning more frequently as it deems necessary or desirable.

  3. Board and Committee Self-Evaluation. The Board Governance Committee is responsible for facilitating periodic evaluations of the performance of the Board and each of its members. To assist in the process, the Board should maintain an annual work plan that shows the required annual activities. This work plan also guides the number and timing of meetings as well as agenda formation.

    Each Board committee should conduct an annual review of its charter, as well as an annual performance evaluation. Evaluation results should be reported to the Board. Each committee's report generally should include an assessment of the committee's compliance with the principles set forth in these Guidelines, the committee's charter and identification of areas in which the committee could improve its performance, including an assessment of whether the committee is constituted with Board members with the required skills necessary for that committee.

  4. Reviews of Supporting Organizations and Advisory Committees. The Board will cause a periodic review of the performance and operation of each Supporting Organization, each Supporting Organization council, each Advisory Committee (other than the Governmental Advisory Committee), and the Nominating Committee by an entity or entities independent of the organization under review. The goal of the review, to be undertaken pursuant to such criteria and standards as the Board directs, will be to determine: (i) whether that organization has a continuing purpose in the ICANN structure; and (ii) if so, whether any change in structure or operations is desirable to improve its effectiveness. These periodic reviews will be conducted no less frequently than every five years, based on feasibility as determined by the Board. (See Bylaws, Section 4.4.)

Board Compensation

  1. Board Compensation Review. The Board will periodically review the compensation paid to Board members that are eligible for it and have elected to receive compensation, and whether it is in the best interest of ICANN to increase or decrease the amount of such compensation. In doing so, the Board will follow a process that is calculated to pay an amount for service as a Director that is not an excess benefit under the standards set forth in Section 4958 of the Internal Revenue Code of 1986, as amended. As part of the process, the Board will retain an independent compensation expert to consult with and to advise the Board regarding Board member compensation arrangements and to issue to the Board a reasoned written opinion from such expert regarding the ranges of reasonable compensation for any such services by a Board member. After having reviewed the expert's written opinion, the Board will have the opportunity, if needed, to meet with the expert to discuss the expert's opinion and to ask questions of the expert regarding the expert's opinion, the comparability data obtained and relied upon, and the conclusions reached by the expert. The Board will adequately document the basis for any determination the Board makes regarding a Board member compensation arrangement concurrently with making that determination. (See Bylaws, Section 7.22.)

Board Committees

  1. Number, Type and Composition of Committees. The Board may establish or eliminate Board committees as it deems appropriate, except as required or prohibited by law. Each committee will perform its duties as assigned by the Board in compliance with ICANN's Bylaws and the committee's charter.

    Also as the Board deems appropriate, the Board may delegate certain functions to committees, except for those matters specifically reserved by law or by the Bylaws to be handled by the Board. Any delegation must be specifically included in the committee charter approved by the Board.

    The composition of each committee will be determined from time to time by the Board with due regard to the relevant experience, expertise and skills of committee members. Only Directors may be appointed to a committee of the Board as voting members, provided, that a Liaison may be appointed as a liaison to a committee consistent with their non-voting capacity. If a person appointed to a committee of the Board ceases to be a Board member, such person will also cease to be a member of any committee of the Board. The Board may designate one or more Directors as alternate members of any such committee, who may replace any absent member at any meeting of the committee. Committee members may be removed from a committee at any time pursuant to the provisions of the Bylaws. Unless appointed by the Board, the selection process for each committee chair will be set forth in each committee charter. (See Bylaws, Article 14.)

  2. Committee Meetings and Agenda. The chair of each committee is responsible for developing, together with relevant ICANN organization, the committee's general agenda. The chair and committee members will determine the frequency and length of committee meetings consistent with the committee fulfilling its obligations as set forth in the committee's charter.

Board Education

  1. Board Member Orientation and Continuing Education. The Board Governance Committee and ICANN organization are responsible for Board member orientation programs and for Board member continuing education programs to assist Board members in maintaining skills necessary or appropriate for the performance of their responsibilities.

    1. A formal induction and orientation programs are designed to familiarize new Board members with ICANN's businesses, strategies and policies (including these Guidelines) and to assist new Board members in developing the skills and knowledge required for their service.

    2. Continuing education programs for Board members may include a combination of internally developed materials and presentations, programs presented by third parties, and financial and administrative support for attendance at qualifying university or other independent programs. These programs should include training on Conflicts of Interest and Confidentiality.

Board Workshops

  1. Purpose of Workshop. The Board will periodically hold workshops in conjunction with ICANN organization to, among other things, facilitate discussion about ICANN's overall strategic focus.

    1. At each workshop, or as often as reasonably feasible, the Board should set aside time to discuss legitimate needs, interests and expectations of ICANN's stakeholders.

    2. Once every two years the Board should, in conjunction with management, ensure that the strategic focus aligns with ICANN's stated purpose, discuss and agree on ICANN's main value drivers, and assess continued engagement with all stakeholders.

Board Policies

  1. Compliance with Existing Policies. Each Board member must comply with the terms and conditions of these Guidelines and policies adopted by the Board, including the Board Conflicts of Interest Policy and Code of Conduct.

    A Board Member who knowingly violates these Guidelines, the Board Conflicts of Interest Policy or Code of Conduct may be subject to a system of graduated sanctions, commencing with a formally recorded warning, leading to a written reprimand, and as a result of repeated offenses leading to removal from the Board. Nothing in these Guidelines will limit the ability of the Board to remove a Board member pursuant to ICANN's Bylaws and to the extent permitted by applicable law.


  1. Review of Governance Guidelines. The policies and practices memorialized in these Guidelines have developed over a period of years. The Board expects to review these Guidelines periodically, as appropriate. Such a review should generally include an assessment of the Board's compliance with these Guidelines, as well as identification of areas in which the Board could improve its performance.


1 ICANN to confirm no updates to this Resolution.

Domain Name System
Internationalized Domain Name ,IDN,"IDNs are domain names that include characters used in the local representation of languages that are not written with the twenty-six letters of the basic Latin alphabet ""a-z"". An IDN can contain Latin letters with diacritical marks, as required by many European languages, or may consist of characters from non-Latin scripts such as Arabic or Chinese. Many languages also use other types of digits than the European ""0-9"". The basic Latin alphabet together with the European-Arabic digits are, for the purpose of domain names, termed ""ASCII characters"" (ASCII = American Standard Code for Information Interchange). These are also included in the broader range of ""Unicode characters"" that provides the basis for IDNs. The ""hostname rule"" requires that all domain names of the type under consideration here are stored in the DNS using only the ASCII characters listed above, with the one further addition of the hyphen ""-"". The Unicode form of an IDN therefore requires special encoding before it is entered into the DNS. The following terminology is used when distinguishing between these forms: A domain name consists of a series of ""labels"" (separated by ""dots""). The ASCII form of an IDN label is termed an ""A-label"". All operations defined in the DNS protocol use A-labels exclusively. The Unicode form, which a user expects to be displayed, is termed a ""U-label"". The difference may be illustrated with the Hindi word for ""test"" — परीका — appearing here as a U-label would (in the Devanagari script). A special form of ""ASCII compatible encoding"" (abbreviated ACE) is applied to this to produce the corresponding A-label: xn--11b5bs1di. A domain name that only includes ASCII letters, digits, and hyphens is termed an ""LDH label"". Although the definitions of A-labels and LDH-labels overlap, a name consisting exclusively of LDH labels, such as"""" is not an IDN."