The organization’s Board of Directors has developed policies and practices to help it fulfill its responsibilities to the organization and its stakeholders. These Board Organizing Principles are a framework that enables the Board and the company to effectively fulfill the organization’s mission. They have been designed by the Board as a kind of flexible concept within which the Board can operate, rather than as a set of legal obligations. These policies should be interpreted in the context of all applicable laws and the organization’s charter, bylaws, policies and procedures. These policies may be further refined or amended as the Board deems necessary or appropriate.
Role of the Board of Directors
The mission is to ensure the stability and security of the Internet’s unique identification systems. The primary responsibility of the Board Members (as defined below) is to make decisions that can reasonably be expected to be in the best interests of the organization and for the benefit of the Internet community at large. The actions of the board should reflect the collective decisions of the board based on due diligence.
Tasks of the Board of Directors
The responsibilities of the Board of Directors include overseeing the performance of management to ensure that the organization is conducting its business in an efficient and effective manner, financially responsible and accountable and, to the extent practicable and consistent with the organization’s other obligations under the Articles of Association, in a way that responds to the needs of the global Internet community. The Board is also responsible for overseeing the development of the organization’s operational plan and strategic plan.
All of the organization’s activities must comply with relevant principles of international law and the provisions of international conventions and applicable local laws, and be conducted through open and transparent processes that promote competition and free access to internet-related markets. In particular, the organization assumes the following obligations:
- maintaining and improving the DNS management system and the operational stability, reliability, security, global interoperability, resilience and openness of the DNS and the Internet;
- maintain the ability and ability to coordinate DNS at a common level and work towards maintaining a single interoperable Internet;
- Support the inventive spirit and innovation and information flow generated by the Internet by limiting the organization’s activities to matters within the organization’s mandate that require or significantly benefit from coordination at a global level;
- Leverage open, transparent, bottom-up processes to develop multi-stakeholder strategies led by the private sector (including business, civil society, technical, scientific and educational stakeholders, and end-users), giving due consideration to recommendations from governments and agencies related to the public order. These processes should (A) provide for the participation of the public, on whose behalf the organization has a duty to act under all circumstances, (B) encourage informed decision-making based on expert advice, and (C) ensure that the most interested parties are considered can participate in the policy development process;
- Make decisions based on a consistent, impartial, objective and fair application of a documented policy without discrimination against any party (i.e. without bias towards one party or the other); and
- Maintain accountability to the Internet community through the use of mechanisms defined in the Charter to improve organizational efficiency.
- In addition, the board of directors should be guided by the following core values when making decisions and performing their duties:
- Where possible and appropriate, delegate coordinating functions to other responsible organizations representing the interests of stakeholders, or recognize the role of those organizations in policy development, the role of both internal organs of the Organization and independent expert bodies;
- Establish and support shared, informed participation that reflects the functional, geographic, and cultural diversity of the Internet at all levels of policy making and decision-making, so that the multi-stakeholder, bottom-up policy-making process is leveraged in the global public interest and that these Processes are accountable and transparent;
- to the extent feasible and reasonable, taking into account market mechanisms, to develop and maintain a healthy competitive environment in the DNS market;
- Creating and promoting competition in domain name registrations, where beneficial and in the public interest, through a bottom-up strategy development process and a multi-stakeholder model;
- Maintaining quality and efficiency in a manner that is financially responsible and accountable, and, where possible and consistent with the organization’s other legal obligations, at a speed that enables it to respond quickly to the needs of the global Internet community ;
- while maintaining a primary focus on the private sector (including stakeholders from business, civil society, the technical community, and the scientific and educational sectors, as well as end-users), recognize that governments and public authorities are responsible for public policy and give due regard to the public policy recommendations received from representatives of states and government agencies;
- try to ensure an appropriate balance between the interests of different stakeholders while preventing the seizure of power.
Key responsibilities of the Board include: overseeing the effective implementation of ethical standards of conduct in the organization, overseeing compliance with the highest ethical standards throughout the organization (including individual Board members and Company employees), overseeing the organization’s compliance with applicable laws, oversight the organization’s commitment to applying best practices in all areas of the organization. In overseeing the development of the organization’s strategy, the board must ensure that strategically important work and business plans do not introduce risks that have not previously been assessed by the organization’s senior management. To this end, the Board oversees senior management’s activities in assessing and managing the organization’s risks and developing sound information technology plans that meet the organization’s long-term needs.