Internet Corporation for Assigned Names and Numbers

“Whistleblower policy and document retention and destruction policy icann maintains an internal document retention and destruction policy and historically has followed best industry practices, in acordance with applicable laws, for retention and destruction. Icann also maintains an internal whistleblower (or "anonymous hotline") policy, that also follows industry best practices.”

“Icann posts its form 990 on its website. The prior year posting is located at: https://www.icann.org/en/system/files/files/icann-irs-990-fy23-11mar24-en.pdf in addition, the form 990 is posted on the https://www.guidestar.org/ website. Finally, hard copies of the form 990 are available upon request. Requests should be submitted to icann's cfo by email to [email protected], or by phone at +1.310.301.5800. Icann posts the irs letter granting tax-exempt status, and the favorable determination letter on its website at: https://archive.icann.org/en/financials/tax/us/irs-letter-grant-28aug00.htm and https://www.icann.org/en/system/files/files/irs-favorable-determination-letter19sep08-en.pdf, respectively.”

“During fiscal year 2024, icann had offices outside of the united states in brussels, belgium; istanbul, turkey; singapore, singapore and montevideo, uruguay; and engagement centers in beijing, china; geneva, switzerland; and nairobi, kenya; all of which provided support to their respective geographical regions and/or time zones. Public technical identifiers (pti) is an affiliate of icann. Pti was established in august 2016 under the laws of the state of california as a non-profit public benefit corporation and icann is the sole member of pti. Icann has written policies and procedures governing the activities of such offices, engagement centers and affiliates to ensure their operations are consistent with the icann's exempt purposes.”

“See form 990, part vi, line 10a disclosure”

“The nominating committee (nomcom) is responsible for the nomination of eight icann voting board members (see article 7, section 7.2(a)(1) of icann bylaws at https://www.icann.org/resources/pages/governance/bylaws-en/#article7 . The nomcom is also charged with populating a portion of the at-large advisory committee (alac), the country code names supporting organization (ccnso) council and the generic names supporting organization (gnso) council. The nomcom complements the other means for filling a portion of key icann leadership positions achieved within the supporting organizations and advisory committees. Article 8 of the bylaws states that the nomcom shall adopt such operating procedures as it deems necessary, which shall be published on the icann website. The nomcom is designed to function independently from the board, the supporting organizations, and advisory committees. Members of the nomcom contribute both their understanding of the broad interests of the internet as a whole and their knowledge and experience of the concerns and interests of the internet stakeholders that have appointed them. The challenge for the nomcom is to integrate these perspectives and derive consensus in its selections. Although appointed by supporting organizations and other icann bodies, individual nomcom members are not accountable to their appointing groups but rather to icann as a whole. Nomcom members are accountable for adherence to the bylaws and for compliance with the rules and procedures established by the nomcom. In addition, and also in accordance with icann's bylaws, each of the following supporting organizations nominate two voting board members to the icann board, each for a three-year term: the address supporting organization (aso), the ccnso and the gnso. Further, the at-large community also nominates one voting board member to the icann board every three years. After the nomcom, the supporting organizations and the at-large community identify their voting board member nominations, they promptly notify the empowered community, which is the sole designator of icann and which shall designate, within the meaning of section 5220 of the california corporations code, all of the above identified voting board members as directors to the icann board. In addition to the empowered community designated board members, the president and ceo sits as an ex officio voting board member, who is selected by the icann board of directors.”

“In accordance with icann's bylaws, icann created an unincorporated association called the empowered community. The empowered community is made up of entities participating in icann's multistakeholder community. The empowered community has limited and enumerated powers in relation to the icann board. The empowered community is responsible for the designation of all voting members of the icann board of directors (other than the president and ceo). Subject to specified rules and procedures, the empowered community may reject the icann board's approval of some bylaws amendments, budgets, annual and five-year operating plans, and five-year strategic plans. If the empowered community invokes this rejection right, the icann board must go back and look at these items again. The empowered community may not dictate the version of these documents that the icann board must approve. The empowered community must also consent to the icann board's approval of the amendment of certain parts of the icann bylaws (such as icann's mission or key accountability commitments), as well as to restatements of the articles of incorporation or a sale of assets as described in the icann bylaws.”

“Form 990 review process a copy of the form 990 is provided to icann's board members before it is filed. The process by which the form 990 is prepared, reviewed and received is as follows: 1. Icann engages an outside tax preparer to assist in the preparation of its form 990. 2. Icann's svp, planning and chief financial officer (cfo), and office of the general counsel review the form 990, and the svp, planning and cfo signs off for approval. 3. The form 990 is provided to the icann board members.”

“Conflicts of interest policy icann has written conflicts of interest policies, which are applicable to all board members, organization personnel, and independent contractors. The office of the general counsel monitors the policies with oversight by the board governance committee (bgc) as they relate to the board. A conflicts of interest disclosure statement is completed annually and signed by each board member, officer, organization personnel, and independent contractor. The organization personnel disclosure statements are reviewed by the head of human resources and discussed with the general counsel's office if any issues arise. The board level disclosure statements are reviewed by the office of general counsel and the bgc. The board member, officer and key employee conflicts of interest policy can be found at: https://www.icann.org/resources/pages/governance/coi-en. This policy describes, among other things, the duty to disclose, the procedures for addressing conflicts of interest, the duty to abstain, how violations of the conflicts of interest policy will be handled, the process by which all covered persons sign annually their affirmation of the policy and disclose their actual or potential conflicts, and the requirement and nature of periodic reviews. A summary of board member and officer disclosure statements is posted on icann's website at: https://www.icann.org/resources/pages/governance/sois-en.”

“Process for determining compensation icann follows principles of accountability and transparency and describes its remuneration plans and practices, which are continually updated. The version of icann's remuneration practices applicable during fy2022 and fy2023 are posted at: https://www.icann.org/en/system/files/files/remuneration-practices-fy24-01jul23-en.pdf and https://www.icann.org/en/system/files/files/remuneration-practices-fy23-01feb23-en.pdf the process for determining compensation, including independent compensation expert surveys of comparable positions and other market studies is described in these remuneration practices reports. Officer compensation is disclosed as well. Salaries of all officers are reviewed and approved by the board of directors following recommendations from the board compensation committee, which are informed by recommendations and comparable data provided by independent compensation experts. Confidential minutes of these meetings are maintained by the board secretary as part of the corporate secretariat function. Each year the appointment of each officer is confirmed by the board of directors at the annual general meeting. The annual compensation merit review process for organization personnel for the period of july 1, 2023 through june 30, 2024 was completed as of july 1, 2023.”

“Process for determining compensation icann follows principles of accountability and transparency and describes its remuneration plans and practices, which are continually updated. The version of icann's remuneration practices applicable during fy2023 and fy2024 are posted at: https://www.icann.org/en/system/files/files/remuneration-practices-fy23-01feb23-en.pdf and https://www.icann.org/en/system/files/files/remuneration-practices-fy24-01jul23-en.pdf the process for determining compensation, including independent compensation expert surveys of comparable positions and other market studies is described in these remuneration practices reports. Officer compensation is disclosed as well. Salaries of all officers are reviewed and approved by the board of directors following recommendations from the board compensation committee, which are informed by recommendations and comparable data provided by independent compensation experts. Confidential minutes of these meetings are maintained by the board secretary as part of the corporate secretariat function. Each year the appointment of each officer is confirmed by the board of directors at the annual general meeting. The annual compensation merit review process for organization personnel for the period of july 1, 2023 through june 30, 2024 was completed as of july 1, 2023.”

“Availability of governing documents, conflicts of interest, and financial statements. In accordance with its corporate bylaws (see https://www.icann.org/resources/pages/governance/bylaws-archive-en) icann is committed to accountability and transparency principles. This includes providing extensive access to the public through the icann website of its governing documents, conflicts of interest policy, and financial statements.”

“In part vii, a date following an officer's or director's name indicates the date on which the officer's or director's services ended. If no date is indicated, that officer or director was active as of june 30, 2024.”

“Compensation for maarten botterman, matthew shears, tripti sinha, and chris buckridge are not considered reportable. Their compensation is/was paid in us dollars or the equivalent to their companies, respectively. Specifically, gnks consulting bv was paid $75,000 on behalf of mr. Botterman, commpoli ltd. Was paid $37,038.46 on behalf of mr. Shears, buckridge consultants was paid $8,192.31 on behalf of chris buckridge, and kazarim llc was paid $75,000 on behalf of ms. Sinha.compensation data in part vii, section a, pertains to cy23.”

“Icann discloses all contractors with which it spent $1,000,000 or more during the relevant time period, in addition to the top five contractors. During the fiscal year ended june 30, 2024, icann did not pay $1,000,000 or more to any contractors that are not disclosed in part vii, section b of the form 990.”

“Amounts listed in part vii of form 990 and schedule j represent amounts for the 2023 calendar year.”

“ALL OTHER PROGRAM SERVICE REVENUE - Total Revenue: 209242, Related or Exempt Function Revenue: 209242, Unrelated Business Revenue: , Revenue Excluded from Tax Under Sections 512, 513, or 514: ;”

“Icann's mission is to coordinate, at the overall level, and to ensure the stable and secure operation of, the global internet's system of unique identifiers. In particular, icann fulfills its mission either directly, or through an affiliate by: (i) coordinating the assignment of internet technical parameters as needed to maintain universal connectivity on the internet; (ii) performing and overseeing functions related to the coordination of the internet protocol ("ip") address space; (iii) performing and overseeing functions related to the coordination of the internet domain name system ("dns"), including, supporting the development of, and implementing policies for determining the circumstances under which new top-level domains are added to the root zone; (iv) overseeing operation of the authoritative internet root zone; and (v) engaging in any other related lawful activity in furtherance of items (i) through (iv). See additional information about icann's programs and activities on the icann website and in the icann annual report posted on https://www.icann.org/”

“ICANN ACCOMPLISHES ITS MISSION THROUGH IMPLEMENTATION OF POLICIES APPROVED BY ITS BOARD OF DIRECTORS. THESE POLICIES START OUT AS RECOMMENDATIONS FORMED AND REFINED BY THE GLOBAL ICANN COMMUNITY THROUGH ITS SUPPORTING ORGANIZATIONS AND INFLUENCED BY ITS ADVISORY COMMITTEES. ICANN USES THE TERM "SUPPORTING ORGANIZATIONS" TO DESCRIBE THE GROUPS WITHIN ICANN'S COMMUNITY THAT SUPPORT ICANN'S MISSION THROUGH MECHANISMS ESTABLISHED WITHIN THEIR AREAS OF EXPERTISE, WHICH DIFFERS FROM THE DEFINITION of supporting organization USED BY THE INTERNAL REVENUE SERVICE. ICANN CONSIDERS THAT THERE ARE 54 VOLUNTEER LEADERS THAT SERVE THE SUPPORTING ORGANIZATIONS AND ADVISORY COMMITTEES IN LEADERSHIP POSITIONS SUCH AS CHAIR AND VICE CHAIR. IN ADDITION TO THE VOLUNTEER LEADERS WHO ARE APPOINTED TO SPECIFIC ROLES AND REPORTED IN FORM 990, PART I, LINE 6, THERE ARE ALSO HUNDREDS (IF NOT MORE) OF VOLUNTEERS FROM ALL OVER THE WORLD THAT PARTICIPATE IN THE SUPPORTING ORGANIZATIONS AND ADVISORY COMMITTEES AND GREATER ICANN COMMUNITY. THESE VOLUNTEERS PARTICIPATE IN POLICY DEVELOPMENT WORKING GROUPS AND REVIEW TEAMS. AMONG OTHER THINGS. VOLUNTEER POLICY DEVELOPMENT WORKING GROUPS FORM AROUND AN ISSUE AND CONSIDER IT FROM ALL ANGLES, MAKING POLICY RECOMMENDATIONS BY CONSENSUS WHEREVER POSSIBLE. ICANN ALSO INCLUDES SEVERAL DIFFERENT BYLAWS-MANDATED REVIEWS THAT ARE PERFORMED BY VOLUNTEERS. MANY OF THESE WORKING GROUPS AND REVIEW TEAMS ARE OPEN TO EVERYONE IN ICANN'S COMMUNITY, IN A BOTTOM-UP, OPEN AND TRANSPARENT PROCESS THAT DOES NOT REQUIRE A MEMBERSHIP OR A SELECTION PROCESS FOR PARTICIPATION (OTHER THAN LIMITED BY THE SIZE OF THE WORKING GROUP OR REVIEW TEAM IF SPECIFIED). BECAUSE OF THE OPEN PROCESS FOR VOLUNTEERS TO PARTICIPATE, THE NUMBER OF VOLUNTEERS INVOLVED DURING THE PERIOD IS NOT TRACKED AND REPORTED HERE. ICANN'S ANNUAL REPORT PROVIDES HIGHLIGHTS OF COMMUNITY INVOLVEMENT AND ACHIEVEMENT FOR THE FISCAL YEAR ENDED JUNE 30, 2024. SEE DISCUSSION IN (HTTPS://WWW.ICANN.ORG/EN/SYSTEM/FILES/FILES/ANNUAL-REPORT-2024-EN.PDF)”

“The financial statements of icann are presented on a stand-alone basis. Transactions with its affiliate public technical identifiers (pti) are reported on an arms-length basis. Pti is a separate legal entity and separately files a form 990, return of organization exempt from income tax. During the fiscal year ended june 30, 2024 icann recorded the following transactions in relation to services delegated to pti to perform the internet assigned numbers authority (iana) functions: 1. Form 990, part viii statement of revenue, line 2d includes "pti services agreement" revenue of $10,753,165, representing amounts invoiced at cost for personnel and other resources provided to pti to perform the iana services. 2. Form 990, part ix statement of functional expenses, line 24a includes "pti iana contract" expense of $10,753,165 for expenses payable to pti for iana services performed in accordance with the iana naming function contract.”

“ICANN expects to incur program development costs until ICANN opens the application window for the New gTLD Program Next Round, at which time the development stage will be concluded. The Program is schedule to begin taking applications for the Next Round in 2026.”

“There are 16 voting members of the board of directors, including icann's president and ceo who serves ex officio as a voting board member. Icann's bylaws provide for four non-voting liaisons to the board who are entitled to attend board meetings, participate in board discussions and deliberations, and have access (under conditions established by the board) to materials provided to directors for use in board discussions, deliberations and meetings. The following individuals served as non-voting liaisons during the fiscal year ending june 30, 2024: 1) nicolas caballero (gac liaison, mar 2023 - present) 2) harald alvestrand (ietf liaison, 2018 - nov 2024) 3) james galvin (ssca liaison, oct 2021 - present) 4) wes hardaker (rrsac liaison, sep 2022 - present)”

“Icann may enter into or consider participation in small arm's length transactions between icann and certain taxable organizations with which certain icann directors or officers (or members of their families) may have an affiliation. Under icann's conflicts of interest policy, all officers and directors are required to disclose any actual, potential or perceived conflicts of interest before entering into discussion on such matters. In addition, the board committee responsible for conflicts of interest at least annually reviews all board member conflicts of interest statements. See: https://www.icann.org/resources/pages/governance/sois-en icann discloses related party transactions in footnote 10 to its audited financial statements which can be found at the following link. See: https://www.icann.org/en/system/files/files/icann-financial-report-fye-30jun24-en.pdf icann checked the box "yes" for part iv, line 28c in order to disclose substantial contributors in schedule l, part iv. The irs instructions updated the definition of interested persons to include substantial contributors. However, the irs has not updated the 2022 form 990, part iv, lines 28a-c language for the change in the related irs instructions. Therefore, to comply with the instructions, icann has checked "yes" for line 28c and disclosed the interested persons listed are entities that are both vendors and contributors to icann. However, icann did not have any business transactions with an entity in which a current or former officer, director, trustee, or key employee (or a family member) was an officer, director, trustee, or direct or indirect owner of that entity.”

“Risk costs are expenses that relate to any contingencies or unanticipated costs that may be incurred by icann related to the new gtld program. Approximately one third of total application fees charged to applicants in 2012 in relation to the new gtld program were in anticipation of these costs.”

“CONSULTING SERVICES - Total Expense: 11571976, Program Service Expense: 9257581, Management and General Expenses: 2314395, Fundraising Expenses: ; TEMPORARY ADMIN HELP - Total Expense: 4370749, Program Service Expense: 3496599, Management and General Expenses: 874150, Fundraising Expenses: ; TRANSLATION SERVICES - Total Expense: 2281105, Program Service Expense: 1824884, Management and General Expenses: 456221, Fundraising Expenses: ; DATA ESCROW - Total Expense: 1245771, Program Service Expense: 996617, Management and General Expenses: 249154, Fundraising Expenses: ; STUDIES & RESEARCH - Total Expense: 1090426, Program Service Expense: 872341, Management and General Expenses: 218085, Fundraising Expenses: ; Communications - Total Expense: 1506459, Program Service Expense: 1205167, Management and General Expenses: 301292, Fundraising Expenses: ; Next Round Program - Total Expense: 3987390, Program Service Expense: 3189912, Management and General Expenses: 797478, Fundraising Expenses: ; Fin & Tech Evaluations - Total Expense: 258000, Program Service Expense: 206400, Management and General Expenses: 51600, Fundraising Expenses: ; RECRUITING SERVICES - Total Expense: 693039, Program Service Expense: 554431, Management and General Expenses: 138608, Fundraising Expenses: ; IDN PROGRAMS - Total Expense: 180650, Program Service Expense: 144520, Management and General Expenses: 36130, Fundraising Expenses: ; POLICY DEVELOPMENT - Total Expense: 78148, Program Service Expense: 62518, Management and General Expenses: 15630, Fundraising Expenses: ; STRATEGIC INITIATIVES - Total Expense: 42436, Program Service Expense: 33949, Management and General Expenses: 8487, Fundraising Expenses: ; TRANSCRIPTION - Total Expense: 637750, Program Service Expense: 510200, Management and General Expenses: 127550, Fundraising Expenses: ;”

“The $458,349,536 of Investments is allocated across the following three types of funds: Reserve Fund: $182,549,468 Auction Proceeds: $227,936,151 New gTLD Application Proceeds: $47,863,917 The Reserve Fund is ICANN's funding of last resort to cover large expenses from unavoidable, unpredictable, or unplanned events. The Reserve Fund is governed in accordance with the ICANN Investment Policy. The New gTLD Application Proceeds corresponds to the unspent portion of the New gTLD Program 2012 Round application fees collected from applicants during the 2012 application window. These funds are used to evaluate the applications and to cover hard-to-predict cost (including contingency) and to cover implementation of the New gTLD Program Next Round until the application fees from that round are received. The Auction Proceeds come from ICANN auctions held to resolve string contention in the New gTLD Program 2012 Round. The Auction Proceeds will be used to cover the ICANN Grant Program, including both implementation costs and grant funding. Through the ICANN Grant Program, millions of dollars will be delivered to successful grant applicants to fund projects around the world that are meant to help support the global interoperability, stability, security and resiliency of the Internet's unique identifiers.”

“Foreign exchange loss - -446182; other investment proceeds - -46050;”

“At june 30, 2024, icann had international regional offices in brussels, belgium; istanbul, turkey; singapore and montevideo, uruguay; and engagement centers in beijing, china; nairobi, kenya; and geneva, switzerland as displayed in part i, line 3, col (b) of schedule f. The number of people in each region shown in part i, line 3, col (c) of schedule f includes staff directly employed by icann, those employed by a the third party employer who are seconded to icann, and long-term independent contractors providing services to icann. The total expenditures by region shown in part i, line 3, col (f) of schedule f includes: a. The amounts paid (for compensation, travel reimbursement, and other costs and expenses) from the u.s. Accounts payable department applicable to the region. This includes amounts shown on parts ii and iii as grants or other assistance. B. Amounts expended to fund the belgium, turkey, singapore, uruguay, china, switzerland, kenya branch/liaison/representative locations, and personnel costs including office expenses, travel-related and other expenses paid by the u.s. Accounts payable department. C. All payments made to international based employees and contractors were recorded in us dollars.”

“Gross receipts are used to determine the type of form 990 that an organization can file. Generally, if the gross receipts are $50k or less, then the organization may file a form 990-n, a form 990-ez or a form 990. Generally, if the gross receipts are $200k or less, then the organization may file a form 990-ez or a form 990. If the gross receipts exceed $200k, an organization files the standard form 990. Per irs instructions, gross receipts are the total amount the organization received from all sources during its annual accounting period, without subtracting any costs or expenses. Receipt sources include both the total program service revenue ($185m) and the total cost or other basis incurred as a result from the sale of securities over the entire course of the fiscal year ($618m). Gross receipts are the sum of the following line items in column a of part viii statement of revenue: lines 6b(i), 6b(ii), 7b(i), 7b(ii), 8b, 9b, 10b, and 12. For icann, the calculation is line 7b (cost or other basis and sales expenses) plus line 12 (total revenue). The amount in 7b is calculated by summing all of the cost of sales/maturities across the organization's investment holdings. From part viii, statement of revenue line 7b = $433,094,999 line 12 = $184,820,338 total = $617,915,337”