Minutes | Special Meeting of the PTI Board | 18 January 2017

A Special Meeting of the PTI Board of Directors was held in Los Angeles, California on 18 January 2017 at 9:00 local time.

Jonathan Robinson, Chair of the PTI Board, promptly called the meeting to order.

In addition to the Chair, the following Directors participated in all or part of the meeting: Akram Atallah, David Conrad, Lise Fuhr and Elise Gerich (PTI President).

Secretary: Samantha Eisner (PTI Secretary).

The following Executives and Staff participated in all or part of the meeting: Michelle Bright (Board Operations Content Manager (ICANN)); Xavier Calvez (Chief Financial Officer (ICANN)); Vinciane Koeningsfeld (Board Operations Content Manager (ICANN)); Becky Nash (PTI Treasurer); Trang Nguyen (Senior Director, Strategic Programs (ICANN)); Wendy Profit (Board Operations Specialist (ICANN)).

1. Minutes from Annual General Meeting
2. Operations Reporting
3. Financial Review
4. PTI FY18 Operating Plan and Budget
   • RATIONALE FOR RESOLUTION PTI2017.01.18.01:
5. Update on PTI Audit Committee
6. Organizational Items
7. Updated Reporting
8. ccTLD Delegations and Transfers
9. Advice to Nominating Committee

1. Minutes from Annual General Meeting

   The Board agreed to review the Minutes from the Annual General Meeting for online consideration, with a call for approval on 27 January 2017. The Board also confirmed an expectation for delivery of future minutes from 21 days from the Board meeting, for online consideration.

2. Operations Reporting

   The PTI President provided a series of reporting to the PTI Board.

   Customer Standing Committee

   The PTI President shared the December 2016 report that PTI made to the CSC, with a focus on the Exceptions and Narratives section, particularly around the technical check reporting that may ultimately need to result in a modification to the SLEs. The Board had a short discussion on the steps that might be needed to reach a modification of the SLEs, including the CSC Charter requirements for consultation with the GNSO and the ccNSO. The PTI Board noted that until such time as the SLEs are able to changed, which should not be too easy a process, items such as this would remain within the exceptions reporting. Akram Atallah suggested that modifications to SLEs might be tied to budget cycles, to allow for evaluation of costs of modifications. Trang Nguyen mentioned that there might also be some operational modifications for PTI to consider while the process of achieving modification to the SLEs remained under discussion.

   The PTI President noted that with all the different parts of the discussion, the CSC has been clear that these identified exceptions still result in acceptable performance by PTI, as reflected in the CSC's reports to the community.

   The Chair confirmed that while there are notional breaches of the SLE on an ongoing basis, PTI encourages the CSC to continue its work on identifying where changes to the SLEs would be helpful, and to continue evaluating the process for making those changes.

   RIR Reporting

   The PTI President shared a draft of a template developed for reporting to the Regional Internet Registries, in time for delivery of a report within by 1 April 2017. The draft reporting will be shared with the RIRs at an upcoming meeting, and if acceptable, PTI will initiate reporting as soon as possible, even in advance of the April deadline.

   IETF Reporting

   The PTI President confirmed that the IETF has received reporting out of the IANA Function Department since 2007, predating any recent contracts, and the reporting is defined in the supplemental agreement to the MoU between ICANN and the IETF. The report is detailed, with a number of charts, and the IETF considers with ICANN on a yearly basis if any of the metrics need to change.

   The PTI Board discussed how frequently it wanted to receive reports on PTI's performance to the operational communities, and the Chair noted that the reporting to the Board should anticipate if there have been service problems, and how those have been dealt with and closed. The PTI Board does not have to be involved in the operational details of that resolution. Outside of identification of operational issues, reporting to the PTI Board could be on a quarterly basis.

   IANA Department Customer Satisfaction Survey

   The PTI President presented the most recent IANA Department Customer Satisfaction Survey to the Board, for the period prior to PTI becoming operational. The summary of the report was presented, and the PTI President noted the issue of lack of response among ccTLD operators. Lise Fuhr noted that the surveyors might consider alternative methods, such as interviewing at ICANN meetings, and requested information on how the survey company is selected and if a different supplier might be more appropriate.

   The PTI President shared that the supplier used for the survey was selected after an open RFP process run according to ICANN's procurement policies (including support of IPv6). Further the supplier has been very responsive to addressing issues arising during their couple years of performance. She also confirmed that PTI will consider if there are other ways to encourage participation.

   The Chair made some recommendations on how to improve the presentation of data within the PTI-produced summary of results, and encouraged PTI to be creative in seeking higher response rates.

   RZMS Project Plans

   The PTI President provided high-level information on how they are coordinating with ICANN in working with the Root Zone Maintainer, including the report received from VeriSign in performance of that role. The PTI President noted that PTI will continue working with the RZM and that no issues had arisen that needed to be escalated to ICANN to address under the Root Zone Maintainer Agreement.

   The PTI President also discussed the roadmap under development with ICANN on RZMS enhancements, including issues such as technical checks, that have been under discussion for a few years. Akram Atallah confirmed that it is important for PTI to document how technical changes can be implemented and also to clarify whether or not there's a requirement that items be first submitted to the CSC or to the RZERC. There needs to be clarity for how the community itself can make a request for enhancement visible to PTI and ICANN, and then how that fits into competing budgetary requests. David Conrad suggested regular reporting to the Board on the development of the roadmap, including timelines and expectations.

3. Financial Review

   The PTI President provided an overview of the FY17 finances for the first five months of FY17, noting that PTI actual expenses are slightly under budget primarily due to some open positions, noting that those positions are still expected to be filled. There is also a favorable variance in rent due to a shift in budgeting category where this item is ultimately booked.

   The Chair inquired about what happens in the event that end of the end of the fiscal year, there is still a favorable variance in the budget when compared to actuals, and if that then gets rolled into the next budget cycle. The Chair also asked for an updated organizational chart to understand where the open positions are, to understand if there are risks in filling roles of key personnel.

   ICANN's CFO explained that the budget does not represent a specific allocation of cash, but instead comprises an estimate of possible costs. You can revise your estimates up or down; they are not fixed allocation of money. The budget, of course, is tied to the money that is expected to come in, so that the organization stays within its means. For PTI, PTI's operating costs will only be covered by ICANN in the amount that was actually incurred, and there are no balance credits carried over into the next year. Akram Atallah confirmed that this is also how ICANN operates. The budgets start from zero every year. Overspends must be approved by the Board.

   The PTI President then turned to a functional breakdown of the FY17 budget and spending, across the operating communities. David Conrad requested more information to break down between gTLDs and ccTLDs. The PTI President acknowledged the request, but also clarified that volume does not necessary drive costs, as some times there are items with lower volume that have heavier documentation requirements.

4. PTI FY18 Operating Plan and Budget

   The PTI President confirmed that the public comment closed, and the staff report and appropriate revisions had been made to the FY18 OP&B, without any substantial revision.

   The Chair asked for clarification on the issues of PTI merit-based pay modification and whether that is tied to bonuses. The Secretary clarified that ICANN's compensation practices include at-risk components that are determined as part of the regular performance review cycle and tied to performance goals. Then, there is also an annual process through which ICANN staff are considered for merit-based pay increased.

   The PTI Board also discussed how research and development costs are reflected in the PTI Budget as revised. The Chair requested that at the next PTI Board meeting, the Board have a discussion on cash flows and capitalizations to enhance both Board understanding as well as transparency around this subject.

   The Chair noted that the Board would consider two things: first, acknowledging that staff would be publishing the report of public comments, and then second considering the budget for approval.

   The Secretary noted that rationale for the Board's approval of the budget should be updated to identify the consultations taken to finalize the budget, in alignment with a requirement in ICANN's Bylaws. ICANN's CFO and the PTI President briefly described the consultations that had taken place since July and August of 2016 to meet the anticipated requirements. The Board requested that in addition to making sure the rationale was appropriately updated, PTI management should coordinate with the community to confirm that the consultation levels are understood, including in response to the public comment.

   The Board then took the following action:

   Whereas, the draft PTI FY18 Operating Plan and Budget was posted for public comment in accordance with the Bylaws on 24 October 2016, which was based upon community consultations, and consultations with PTI and ICANN organization, during the current fiscal year.

   Whereas, the PTI Board reviewed the inputs received on the FY18 Operating Plan and Budget during public comment and how PTI management addressed those comments.

   Whereas, the public comments received, as well as other solicited community feedback were taken into account to determine required revisions to the draft PTI FY18 Operating Plan and Budget.

   Resolved (PTI2017.01.18.01), the PTI Board adopts the PTI FY18 Operating Plan and Budget. The PTI Board directs the PTI President, or her designee, to submit the adopted PTI FY18 Operating Plan and Budget to the ICANN Board as required under the ICANN Bylaws.

   All members of the PTI Board approved of Resolution PTI2017.01.18.01.

   RATIONALE FOR RESOLUTION PTI2017.01.18.01:

   In accordance with Article 9, Section 9.2 of the PTI Bylaws, the Board is to adopt an annual budget and submit it to the ICANN Board. On 24 October 2016, a draft of the PTI FY18 Operating Plan and Budget was posted for public comment. This version was based on numerous discussions with senior members of PTI and ICANN Management, and extensive consultations with the ICANN community, including the customers of the IANA Functions. Subsequent activities, including face-to-face meetings during ICANN's 57^th Public Meeting in Hyderabad, India and email communications, as well as comments received through the public comment forum, resulted in minor revisions to the draft that was posted for comment.

   In addition to the public comment, there were also consultations with the community on the PTI FY18 Operating Plan and Budget before, during and after ICANN 57. These included sessions with the ccNSO, with the constituencies and stakeholder groups within the GNSO (including the Registries Stakeholder Group), discussions with the Regional Internet Registries and representatives from the IAB. The leadership of all ICANN Stakeholder Groups and Advisory Committees also received communications regarding the PTI FY18 Operating Plan and Budget, separately and in addition to any participation in the community Budget Working Group.

   This FY18 Operating Plan and Budget will have a positive impact in that it provides a proper framework pursuant to which PTI will be operated, in accordance with the multistakeholder community's proposals. It also provides the basis for the organization to be held accountable in a transparent manner. This will have a fiscal impact on ICANN, its affiliate PTI and the community as is intended. Approving this Operating Plan and Budget is key to maintaining the security, stability and resiliency of the domain name system (DNS), as it is core to maintaining PTI's operations.

5. Update on PTI Audit Committee

   Lise Fuhr, as chair of the PTI Audit Committee, provided a short update on informal meetings with ICANN's CFO and the PTI Treasurer about the audit committee needs, including work plan and a need for the PTI Audit Committee to soon recommend an independent auditor. Lise noted that the PTI Audit Committee is likely to recommend the engagement of the same audit firm that ICANN uses, at least for the first year. The Treasurer confirmed that she will coordinate to clarify a work plan on gaining familiarity with internal controls and procedures.

6. Organizational Items

   The Chair noted the need to coordinate future PTI Board meetings to meet the needs of PTI, including on issues surrounding the audit and other required matters. The Board agreed on a process to identify schedules for the upcoming ICANN public meetings, including the use of a doodle poll to survey director availability within the weeks leading up to the meetings.

7. Updated Reporting

   The PTI President noted that the report that the IANA Department would have provided to the ICANN Board for the past quarter was now available for the PTI Board. However, the template requires modification for the post-transition PTI, and consideration of how that could change are under way.

8. ccTLD Delegations and Transfers

   Akram Atallah informed the PTI Board of an upcoming conversation with the ICANN Board on the ICANN Board's continuing role in ccTLD delegations and transfers. The Chair inquired about other areas where there might be reporting to the ICANN Board about PTI, and how to assure that information is presented to the PTI Board, to avoid any inconsistency. The PTI President and David Conrad noted that there might be some reporting relating to the KSK rollover. The Chair requested that any action undertaken within PTI and reported to the ICANN Board should be communicated also to the PTI Board.

9. Advice to Nominating Committee

   The Chair introduced a discussion for the PTI Board to revisit the inputs that it would provide to the ICANN Nominating Committee for consideration in selecting two nominees to the PTI Board. As noted at the previous meeting of the Board, there was a meeting between the Nominating Committee, Jonathan Robinson and Lise Fuhr during ICANN57 where the background of the creation of PTI was discussed. The Chair noted that to assist the Nominating Committee in this new role, that providing them with a document that factually captures reference to the PTI Board and the genesis of the two positions for Nominating Committee appointment could be helpful. In future appointments, there could be a more detailed analysis of skill needs and requirements. The Chair noted that the Secretary would be circulating a document for PTI Board consideration prior to submission.

   Upon inquiry by Akram Atallah, the PTI Board had a brief conversation on the purpose of having the Nominating Committee serve this appointment function, as opposed to having the customers of the naming function make the appointments. Lise Fuhr confirmed that this allowed other operating communities the ability to be part of the board, or otherwise increase diversity.

   The Board agreed to review a revised informational document and provide feedback online so that the document could be provided to the Nominating Committee in time for the kick off of its PTI selection work.

   The Chair called the meeting to a close.

Published on 7 April 2017