From: http://www.icann.org/en/minutes/prelim-report-31jul08.htm Preliminary Report of the Special Meeting of the ICANN Board of Directors 31 July 2008 / 1 August 2008 [Formal Minutes are still to be approved by the ICANN Board] A Special Meeting of the ICANN Board of Directors was held via teleconference 31 July 2008 @ 1900 UTC. Chairman Peter Dengate Thrush promptly called the meeting to order. In addition to Chairman Peter Dengate Thrush the following Directors participated in all or part of the meeting: Raimundo Beca, Susan Crawford, Vice Chairman Roberto Gaetano, Demi Getschko, Steven Goldstein, Dennis Jennings, Njeri Rionge, Rita Rodin, Jean-Jacques Subrenat, Bruce Tonkin, President and CEO Paul Twomey, David Wodelet. The following Board Liaisons participated in all or part of the meeting: Steve Crocker, SSAC Liaison; Janis Karklins, GAC Liaison; Thomas Narten, IETF Liaison; Reinhard Scholl, TLG Liaison; Wendy Seltzer, ALAC Liaison; and Suzanne Woolf, RSSAC Liaison. The following Board Member was not present on the call: Harald Alvestrand and Rajasekhar Ramaraj. Also, the following ICANN Management and Staff participated in all or part of the meeting: John Jeffrey, General Counsel and Secretary; Doug Brent, Chief Operating Officer; Kurt Pritz, Senior Vice President, Business Operations; Kevin Wilson, Chief Financial Operator; Denise Michel, Vice President, Policy; Paul Levins, Vice President, Corporate Affairs; Theresa Swinehart, Senior Vice President, Global Partnerships; Barbara Roseman, General Operations Manager, IANA; Craig Schwartz, Chief Registry Liaison; Olof Nordling, Director Services Relations; Rob Hoggarth, Senior Policy Director; Liz Gasster, Senior Policy Counselor, Policy Support; Donna Austin, Manager, Governmental Relations; Patrick Jones, Registry Liaison Manager; and, Kim Davies, Manager, Root Zone Services. GNSO Improvements Council Restructuring -- GNSO Working Group Response The Chair recalled the Board's resolution from the ICANN Meeting in Paris, which gave a very short timeframe for a small group to convene and see if they could come up with a consensus proposal on GNSO Council restructuring. The Chair noted the excellent Working Group proposal and support work provided by Staff outlining the outcomes of the Working Group and thanked the Working Group, and ICANN policy support Staff, for their work. Denise Michel acknowledged the hard work of the Working Group. She noted that there is a need to get a better understanding of what the implications for the Working Group's proposal are for GNSO policy development, and how the proposal will work with other elements of GNSO Improvements approved by the Board. She elaborated that transition is a big part of GNSO improvements and we need to think through what would be needed to transition this kind of proposal. Susan Crawford noted her appreciation of the proposal and the clarity on what is being provided and congratulated the Working Group and Staff on the work done. She raised a number of issues with regard to the designated roles of the NomCom appointees to the GNSO and noted that she shared Harald Alvestrand's concern about the default Chair issue. Susan noted that she hoped that the GNSO would elect a Chair without going to the default of a NomCom appointee to avoid conflict. With regard to the broader discussion of avoidance of conflicts, Susan noted that the conflicts policy can make the work of the board quite difficult where conflicts are present, and she does not agree with the viewpoint, that the same treatment regarding conflicts should extend to the GNSO Council. The Chair asked Staff if there was a discussion about conflicts and whether it would it be difficult to impose a standard of conflict? Rob Hoggarth advised that there was no discussion of conflicts by the Working Group. He clarified that the deliberations of the Working Group were not based on conflicts of interest, but rather were intended to make sure that both GNSO-selected Board seats were not occupied at the same time by members of the same stakeholder group. Denise Michel advised that Policy Staff is working with the General Counsel's office on this element of the proposal and it isn't clear that this is an appropriate restriction to apply. Susan Crawford noted that there seems to be a point of contention that if there is no agreement on selection of a Chair, and hoped that this would not somehow come to be a Board decision. Susan Crawford asked what the Working Group and GNSO expected the Board to do? Rob Hoggarth responded that in the absence of consensus the Working Group expected that the Board would make the decision. Rita Rodin asked if this became contentious at a later time in deliberations and whether there was a sense that this issue be resolved. Rob Hoggarth advised that the group worked hard on this issue, but that the concept of the two house voting structure was introduced rather late in the discussions and the Working Group had only about a week and half to work on that issue. Roberto Gaetano wondered if the real problem was fear from the business community that the NomCom appointee is not entirely independent. This is the issue that should be focused on and could be something that is connected with the NomCom review. The composition of the NomCom has a heavy ALAC presence and once the ALAC has a constituency within the GNSO this would provide the possibility that at that point they could build in a system that swings the pendulum on one side. Roberto noted a need to link this with the NomCom review. The Chair asked about the role of independence and NomCom appointees. Bruce Tonkin reflected on the different perspectives of NomCom appointees. For example, Avri sees her role as policy participant and she has a perspective that she can represent some interests that are not currently represented on the GNSO Council Other NomCom appointees over time have taken more of a governance approach, such as Maureen Cubberly, who undertook work as a neutral chair of a working group and saw her role as governance and provided a facilitation role. Part of the tension is what the community or the Board believes the role of the NomCom appointee should be. He asked whether they are intended to be a policy participant or provide a governance role? Steve Goldstein believes that all three NomCom appointees should be voting and asked how or where the third one would vote. He noted that given that the first two would be assigned to one house or the other, he recommended that the third might choose where he/she wanted to vote. Steve wanted to ensure that there was not any reason for disenfranchising any of the NomCom appointees. The Chair asked what the role of the individual registrants would be within the "non-commercial house". Susan Crawford saw this point as releasing some of the pressure on the NomCom issue. Wendy Seltzer indicated that the ALAC felt strongly that the GNSO should be inclusive of "individual Internet users," which is a broader class than "registrants." The Chair noted there could be up to nine in the Council in the one "house." He inquired whether the Board could reserve some and subdivide those within that? Denise Michel advised that the Board could do that, noting that the intention of the Stakeholder Group approach recommended by the BGC is to have a stakeholder model that would be more fluid and allow for new groups to join. The GNSO Working Group proposal does not prohibit participation by individual users or At-Large types. The Chair asked if the Board could specify what groups it wanted to see inside the stakeholder groups. Denise Michel noted that the Board previously considered requirements for constituting stakeholder groups before Council seats were assigned. Bruce Tonkin noted that the Board could request the formation of a constituency under the current bylaws. Susan Crawford cautioned against the Board micro-managing constituency groups. Rob Hoggarth advised that there was a difference of opinion in the Working Group on the formation of the voting houses, with some members thinking independent stakeholder groups should have the freedom to decide on the composition of their respective houses. The consensus view was to provide a range to the Board and let the Board determine representation numbers. Rob noted that working group members conducted their efforts mindful of the overall GNSO improvements process in which one of the goals was to create flexibility to bring in new groups. The Chair considered that previously the Board could have done more to break structural deadlocks by creating new constituencies and it may now be the time to help them to do this. The Board could look at the composition of what the "stakeholder houses" are -- the total number now doesn't make a difference -- and the Board could say we want nine, and the following groups need to be represented. The GNSO may find it useful to have direction on who should and should not be included. Susan Crawford considered that the role of the Board is to set the number of people, and is not sure that the Board should direct what the constituencies should be. Wendy Seltzer advised that the ALAC has some interest in the Board retaining the role and ability to add new constituencies and not delegate to stakeholder groups and existing constituencies, as individuals are not in a constituency group. There is strong interest from ALAC and at large that there be room for and inclusion of at large in the GNSO process. Roberto Gaetano indicated that he would prefer that the Board not mandate the creation of a group but sends some strong signals that the Board feels some groups are missing and should be represented. Rita Rodin noted the statement of the ALAC representative on the working group that "...the ALAC does not see itself involved in the gTLD PDP in any way other than its current Liaison and Board Advisory role..." She noted that one of the things that struck her about the report was the way that experienced ICANN people were able to come together and agree on a solution and she was pleased and heartened by that. The comments made by Milton Mueller and others do require serious discussion. Considering that the ALAC is growing and more robust, she questioned why the Board would need to mandate that independence be part of a stakeholder group. She noted that she is not comfortable with the board imposing the creation of new constituencies at this time. The Chair did not consider that the Board is proposing this at this time but rather checking that the reserve power exists. In relation to what needs to be done to move this forward to making a decision at the August Board meeting, he asked Staff to investigate implementation issues as identified in the bullet points on page two, none of which seem to be really large problems. Paul Twomey sought clarification on whether this work is to be done in consultation with the Working Group. The Chair questioned if the Working Group could continue for another month. Rob Hoggarth indicated that it would be challenging in terms of schedules and the devotion of time and effort that would be required. Rita Rodin asked if this could now be added to the myriad of implementation issues. Denise Michel advised that Staff would seek input from constituencies and the Council and let them know what the next steps are. Bruce Tonkin considered that the key thing is for Staff to keep the GNSO informed of progress. Paul Twomey noted that from a Staff perspective, it is important that the constituencies understand that we are moving forward with considering the Working Group report on the understanding that it has fairly broad community support. Denise Michel advised that the report had been posted on the public GNSO Council list and that Staff will seek input from the Council, constituencies, GAC and ALAC, and report to the Board on reactions. Rita Rodin suggested the need for the Board to send a strong message of support for the work done. The Chair advised that he would send an email to say thank you for the work done. He noted that the Board wants Staff to perform an analysis of the potential consequences and implementation issues presented by the proposals in the report, and report back to the Board by 21 August so this can be decided on at the August Board Meeting. He also noted that the next item on the Board's agenda is the status of implementation of the Board-approved "GNSO Improvements", and that all implementation seems to have come to a halt because the GNSO participants want the GNSO Council issue resolved first. Susan Crawford agreed that the Board should send a strong message of support for the restructuring effort and to work on the implementation on this and lock it in as soon as possible. The Chair move for the following resolution to be adopted by the Board of Directors, and Steven Goldstein seconded the motion. Resolved (___), the Board accepts the report of the Working Group on GNSO Council Restructuring, on areas of consensus that it achieved during its month-long deliberations; and thanks all those involved for the considerable effort that has gone into producing it. The Board also instructs Staff to perform an analysis of the potential consequences and implementation issues presented by the proposals in the report, and to report one week before the August Board meeting with the recommended steps that can be adopted during the August Board Meeting. A voice vote was taken of all Board Members present, and the motion was approved by a vote of 13 to 0, with no abstentions. The Chair indicated that he would send a personal email on the Board's behalf to all the members of the group. ASN Global Policy for Autonomous System Numbers (Board Action) - Olof Nordling - Paper 69-2008 Olof Nordling advised that An Autonomous System (AS) is a network operated with a single, clearly defined routing policy. When exchanging exterior routing information a unique number identifies each AS. This means ASNs are needed by networks connecting to multiple independently operated networks. These networks are normally run by ISPs and large enterprises. When a network connects to just one other network it can only route traffic via one external link and so cannot define its own routing policy. Olof noted that the RIRs have been assigning 4-byte numbers in addition to 2- byte numbers since 2007 and will default to assigning 4-byte numbers in 2009. In 2010 they will cease to distinguish between the two number spaces. This global policy formalizes the process and sets a date for transition when all two byte numbers will be considered to be of four-byte length. Olof indicated that Staff recommends the ratification of the proposals, since the need for longer AS Numbers has long been recognized and longer numbers have already been introduced in practice. The Proposal adds a timeline for the handling which has the support of all stakeholders, and that there appear to be no diverging positions on any of its provisions within the Regional Internet Registries, and that the proposals are fully in line with the practices within IANA. The consideration of the policy by the Board is timely, in that it is in the middle of the sixty-day period the MOU identifies for Board ratification of proposals-this window expires on 12 August. Raimundo Beca suggested a small change to the proposed resolution before the Board that accurately reflects the date the ASO forwarded the policy from IANA to the RIRs. The following motion was moved by Raimundo Beca and seconded by Dave Wodelet. Whereas, on 12 June 2008, the ASO Address Council forwarded a Global Policy Proposal for the Allocation of Autonomous System Numbers from IANA to the RIRs to be ratified by the ICANN Board. Whereas, in accordance with the Board's Review Procedures for Global Internet Number Resource Policies Forwarded for ratification by the ASO Address Council: http://www.icann.org/en/general/review-procedures-pgp.html, the Board Secretary: a) send a request to the ASO AC for advice on this proposed global policy to be delivered at least 30 days before expiry of the window for Board response; b) made a final call for comments to all ICANN Supporting Organizations and Advisory Committees, to be delivered within 21 days; and c) posted a final call for public comments to be delivered within 21 days. Whereas, on July 2008 the ASO AC submitted its advice in full support of the policy forwarded to the Board. Whereas, the Board didn't receive any comments opposed to the ratification of this global addressing policy nor from ICANN Supporting Organizations and Advisory Committees, nor from the community. Whereas, the proposed global policy defines a non-discriminatory policy with objective allocation criteria, fully in line with current IANA practices regarding allocation of ASNs, and prepares for a smooth transition from 2- byte to 4-byte ASNs. Whereas, there is a need to make timely and coordinated information about ASN allocations available to the community. It is hereby resolved (__.2008) that the Board hereby ratifies the Global Addressing Policy Proposal on Autonomous System Numbers as a Global Policy and instructs ICANN staff to implement its provisions. It is hereby resolved (__.2008) that the Board requests the ICANN staff to develop and implement, in cooperation with the NRO and the RIRs, timely announcement arrangements concerning the allocation of Autonomous System Numbers. A voice vote was taken of all Board Members present, and the motion was approved by a vote of 13 to 0, with no abstentions. Update on New gTLDs Kurt Pritz provided an informational update to the Board on the New gTLD Implementation Plan and progress made since the ICANN meeting in Paris where the Board adopted the GNSO policy recommendations. The Board was advised that ICANN staff has undertaken implementation efforts toward steps on the critical path for concluding agreements with third parties, specifically agreements with providers of dispute resolution procedures and evaluation criteria. Kurt advised that drafting of RFP for the new gTLD process in modular format was underway, along with work on the base agreement and applicant terms and conditions that are to be made available with the draft release of information for potential new gTLD applicants. Specifically, ICANN has received a beta version of the string confusion algorithm from SWORD that can provide scoring among strings in three scripts (Latin, Cyrillic and Greek). They will provide a proposal to incorporate additional scripts (Arabic, Devanagari, and Chinese-Japanese-Korean language scripts). ICANN has also received a proposed auction model from a third party auction firm, for resolving contention among competing identical or similar strings. ICANN is retaining a law firm, to assist with validating the RFP and evaluation criteria work done to date. Kurt noted that the World Intellectual Property Organization (WIPO) has delivered a set of proposed procedures for resolving objections that assert that proposed strings infringe the rights of third parties. Questions were raised and discussed about WIPO in the role. Kurt stated that WIPO was selected as first choice to, for now, continue negotiations with for the infringement of rights dispute resolution process. ICANN had received several other proposals in response to a Request for Information and selected WIPO after evaluation of those responses. Steve Goldstein asked for clarification on whether the set of dispute resolution providers for the new gTLD process was the same as the set for the UDRP process. Kurt Pritz said for the first round of the new gTLD process ICANN envisions using one dispute resolution provider in order to promote consistency across decisions. There was an option of expanding the pool of providers for subsequent rounds. Steve Goldstein asked about one of the other applicants for the dispute resolution process and Kurt Pritz responded to his question. Kurt Pritz stated that the next steps were to set up a forum for further discussion with the Board to address issues left unsettled during previous discussions such as some of the dispute resolution standards and the new gTLD budget. Staff will arrange a forum to continue discussions from Paris. There is work to be done on the new gTLD budget as well. Susan Crawford asked about timing for these discussions and if it would be more productive to hold a face-to-face session. The Chair agreed that it would be a good topic for the retreat and asked Kurt Pritz if these areas could be ready for discussion during the Board retreat in September. Kurt Pritz said that information would be ready for September, and if additional discussion was required, staff could set up a conference call. Steve Goldstein asked if discussion of Reserved Names, especially country names and country-like names, could be added to these areas. Kurt Pritz said yes. Janis Karklins recalled the conversation between the Government Advisory Committee (GAC) and the Board in Paris on reserved names and the implementation. He advised that he had been in contact with Paul Twomey regarding the GAC concerns in the implementation phase and that he looks forward to reaching an understanding on the issue of country and territory names. Paul Twomey confirmed that he had spoken to Janis and he will be writing to him to confirm this and looks forward to working this Janis and the GAC on this issue. Bruce Tonkin recalled that one other thing raised by GAC in Paris, was concern about what competition is being created in the market and whether ICANN continues to support separation of registry and registrar roles. He asked if additional information regarding this issue would be available by the Board retreat in September. Paul Twomey advised yes. The Chair asked Staff to keep up the work, noting that significant press has been received on this issue and he knew that ICANN is up to meeting the expectations. Registry Agreements Update - .AERO and .POST The Chair introduced this agenda item and invited Kurt Pritz to speak on the status of these registry agreements. Kurt Pritz noted that ICANN is continuing to negotiate with SITA for the renewal of the .AERO sTLD agreement and with the Universal Postal Union for .POST, which is a new agreement. Kurt stated that negotiations with the UPU have been ongoing and the key issue for them has been the requirement to comply consensus policy given their unique structure as an IGO. The UPU's position has been that it is not empowered by its member states to agree in advance to comply with consensus policies that might violate UPU acts or regulations. The UPU has stated that because its structure is comprised of member countries, their ability to require member countries to enforce consensus policy is limited. ICANN and the UPU have explored a number of ways to structure the agreement and negotiations are continuing in a constructive manner. Many other difficult issues had been settled during the negotiation. Kurt added that discussions with SITA, sponsor of the .AERO sTLD, have largely centered on the same issue as the UPU, the requirement to comply with consensus policy. The discussion at this point has not moved forward, though SITA has made a recommendation on next steps. Kurt informed the Board that the agreement has been extended and will expire in December. He also noted that staff would make a recommendation before the extended agreement expires. The Chair asked if there was anything the Board could do to help. The Chair also noted the sense of the Board that all registries must continue to be bound to consensus policy. Kurt noted that the sense of the Board that gTLD registries must comply with consensus policies as a cornerstone to ICANN's mission has been helpful in negotiations. The Chair raised the topic of registry/registrar cross ownership - that this was also being contended in the SITA negotiation. Since this was to be resolved as part of the new gTLD process, should not this part of the negotiation be paused or delayed ("tolled"), pending resolution of the larger issue? Kurt answered in the affirmative. The Chair closed with a comment that instructions from the Board on consensus policy compliance has been clear, and that staff should come back to the Board if it needs more help or if there is progress to report. Informational Update on Single-Letter Second-Level Registry Service Requests The Chair asked Kurt Pritz to give an update on the status of single-letter second-level registry service requests. Kurt Pritz indicated that the Board had been provided with information supplementing the Board paper provided for the 29 May 2008 Board Meeting. Since the May Board meeting, registry requests from DotCoop and dotMobi have been processed through the process for considering new registry services and that proposed contract changes had been posted for public comment. These requests might come up for Board consideration at the next meeting in August. Kurt Pritz stated that VeriSign had submitted a request to allocate single-character names in .COM and .NET. Bruce Tonkin asked if the VeriSign request was public. Kurt Pritz said that it was not yet public, because ICANN had asked VeriSign for additional information to clarify whether the proposal impacted areas in the .COM and .NET agreements related to the registry agreement. It is typical that additional information is requested as part of a registry services request analysis. The Board was advised that additional information would be provided to the Board in the August Board meeting. ICANN response to UN Letter on "Enhanced Cooperation on Public Policy Issues Pertaining to the Internet" Theresa Swinehart advised that there were two outcomes from the WSIS process: one was the formation of IGF and the second was dialogue on enhanced cooperation. It was agreed that the UN would send out letters to relevant organizations to find out what they were doing on public policy issues relating to the Internet and would be requested to provide annual performance reports on the steps they have taken towards enhanced cooperation. Theresa reported that accordingly, ICANN received from the UN Undersecretary General Sha Zukang a letter in relation to the WSIS Tunis agenda, requesting the UN SG to begin a process, involving all relevant organizations, towards enhanced cooperation on public policy issues pertaining to the Internet. The letter requested organizations to provide performance reports and other information pertaining to their work in enhanced cooperation. In receipt of this letter were also ISOC, the NRO, W3C, Council of Europe, OECD, ITU and UNESCO (the latter are within the UN system). The proposed response by ICANN is intended to identify where we are as an organization and that we are proactively taking steps in this area and view enhanced cooperation as important. The proposed response to this is that responding provides an important opportunity for ICANN to share what it is doing in relation to cooperation with all stakeholders including governments. Consultations with other organizations in receipt of the letter have concluded that responding is positive and important opportunity to share more widely the important work respective organizations are undertaking. Janis Karklins agreed that this is the right approach to respond to the request, and that UN Undersecretary General Sha Zukang will compile paper to be sent to ECOSOC (UN Economic and Social Council). Support initiative and work. The Chair noted that a number of suggestions had been made by Board members and suggested a quick turnaround of a revised version would be welcomed, so this can be finalized. Recommendation of BGC's Recommendation for academic appointment to Nominating Committee Roberto Gaetano advised that one of the tasks of the BGC is to identify and appoint a representative from the research and academia sector to the Nominating Committee. After considering a shortlist of candidates, Professor Jan Gruntorád was selected by the BGC. Professor Jan Gruntorád understands the implications of the work and the time and resource allocation required. The BGC supported his candidacy unanimously. Roberto moved the following motion to appoint and Dennis Jennings seconded this. Resolved (___), the Board appoints Professor Jan Gruntorád as the research and academia candidate to the 2009 Nominating Committee. A voice vote was taken of all Board Members present, and the motion was approved by a vote of 13 to 0, with no abstentions. BFC's Recommendation regarding the Mexico City Budget Approval The Chair advised that the Board Finance Committee met and went through the process to satisfy itself that the budget for the Mexico City meeting was appropriate and recommended to the Board that the budget be adopted. This was not subsequently referred to the Board to accept the BFC recommendation so the motion is now moved to accept the resolution approving the budget for the Mexico meeting. The motion was moved by the Chair and seconded by Roberto Gaetano. Whereas, on 26 June 2008 the ICANN Board approved Mexico City as the location for ICANN's March 2009 34th global meeting; Whereas, the Board Finance Committee has approved a budget not to exceed $1,596,654 for ICANN's March 2009 34th global meeting in Mexico City and has recommended that the Board approve that budget. Resolved (2008.___) that the Board adopts the Board Finance Committee's recommendation to approve a budget not to exceed $1,596,654 for ICANN's 34th global meeting in March 2009 to be held in Mexico City. A voice vote was taken of all Board Members present, and the motion was approved by a vote of 13 to 0, with no abstentions. Other Business Regarding the President's Strategy Committee (PSC), the Chair recalled that Jean-Jacques Subrenat had sent an e-mail to the Board and PSC lists, requesting that the following item be added to today's Board Meeting: "Transition: the way ahead". Jean-Jacques observed that this matter is still being dealt with by the PSC, but it has not yet been possible to schedule a face-to-face meeting of the PSC. In the meantime, Board members have read the papers drafted by PSC, and might have valuable comments and advice, which could be passed on to the PSC. As a member of both, Jean-Jacques wished to attract the attention of Board members to the following: the public presentation of the Transition papers in Paris was a success, but was only a launching phase; the public consultation period closes later this week, with a very disappointing result so far; and, if we are convinced that ICANN was right in the first place in taking the initiative of reflecting on Transition, of formulating its own position, and of providing the opportunity of an open debate, then ICANN must change tactics to get beyond this disappointing result. Jean-Jacques advised that since the public consultation on ICANN's website has not produced any noticeable outcome, we should use other means. Jean-Jacques suggested a discussion by the Board, at least briefly on the following: ask Management to set up a calendar of meetings (e.g. IETF, IGF, and et. Al) which can be used by ICANN to call for more public involvement in this consultation; consider whether we should extend the consultation period, or set up a new one, formulated differently; arrange for a few interviews in mainstream media worldwide (the stakes in Transition, ICANN's constant dedication to transparency, public consultation is an opportunity not to be missed, etc.); and, request that the Board acknowledge the work done by PSC, and call for suggestions on the way ahead, i.e. on ensuring more effective consultation. Jean-Jacques advised that transition is one of the most crucial items in the Board's line of duty for the coming months, and this required a fresh look. Peter Dengate Thrush recognized that setting a date for a face-to-face meeting of the PSC had not yet been possible, said he shared many of the points made by Jean-Jacques, and welcomed suggestions for more significant public involvement in the consultation process. Paul Twomey advised that he would circulate to the Board a list of public events, which could be an opportunity for ICANN to increase general awareness in the stakes of the public consultation on Transition beyond JPA. He also indicated that the suggested media outreach could be useful. Jean-Jacques welcomed Paul's indication that he would rapidly circulate some suggestions on the way ahead. Discussion regarding Board's Compensation Committee All Management and Staff left the call for the remainder, of the Meeting except for portions that were attended by Paul Twomey and John Jeffrey. The Chair provided an update on recent activity by the Board's Compensation Committee. Board members offered additional insights and opinions regarding the preliminary conclusions of the Compensation Committee whose members agreed, in turn, to consider this additional information in making their final recommendations. No formal actions were taken during the meeting. It was agreed by the Board, consistent with the Bylaws, that minutes would not be communicated regarding the general discussion. Executive Session of the Board The Board then entered Executive Session without any Management and Staff present. It was agreed by the Board, consistent with the Bylaws, that minutes would not be communicated regarding the general discussion. The Meeting was adjourned at 21.20 UTC.