Summary and Analysis of Public Comments for Proposed ICANN Board of Directors Code of Conduct

Summary and analysis of public comments for:

Proposed ICANN Board of Directors Code of Conduct

The public comment period ran from 15 July 2008 through 29 August 2008. The public comments can be found at http://forum.icann.org/lists/bcoc/

A. General Comments

Three legitimate comments were made to the Proposed ICANN Board of Directors Code of Conduct ("Code"). Two of those comments focus mostly on a review of the Conflicts of Interest Policy and recommend that the Code not be approved until a review of the Conflicts of Interest Policy is completed. The third comment welcomes the Code, but made specific suggestions for edits and believe the reach should be expanded to other members of the ICANN community.

B. Specific Comments

1. Coalition for Online Accountability (COA) - The COA commented that it does do not see any provision in the Code that "provide[s] mechanisms to report unethical conduct." The COA also noted that it believes the conflicts of interest policy would benefit from review, as it is nearly ten years old. In particular, the COA believes that the Conflicts of Interest Policy is unclear as to "whether a director with a financial arrangement with a contracted part must simply abstain from voting on matters affecting that party, or whether the director must also abstain from participation in the Board's consideration." Finally, the COA comments that it is unclear from the Conflicts of Interest Policy whether the Conflicts of Interest Committee notes should be published.

2. The International Trademark Association ("INTA") - INTA believes that the Code's language is "overly broad and relies mainly upon ICANN's opaque Conflicts of Interest Policy . . . ." to inform Board members of possible ethical considerations. INTA also notes that the Code does not specify the protocol that should be followed for reporting a breach of the Code, nor does it specify the processes and characteristics of the Review Committee. INTA recommends that ICANN withhold adopting the Code until "a) the language is clarified, b) the enforcement provisions are strengthened, and c) until such a review of the Conflicts policy takes place."

3. The Business Constituency (BC) - The BC welcomes the Code, but proposes that it be broadened to encompass council members and liaison members of the GNSO and ccNSO, advisory committee officers and all Nominating Committee members, including the chair. The BC also made some specific suggestions for line edits to broaden the scope of many of the provisions, to clarify some of the language and to prohibit rescission absent ICANN dissolution. In these suggested revisions, the BC suggested that conflicts of interest should be identified in a publicly available statement that is updated quarterly.

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Submitted by ICANN Staff on behalf of Amy Stathos