Summary

  • NomCom Recommendation 27 began as a proposal to define “unaffiliated” directors and designate three Board seats. The Board deferred the proposed Bylaws amendment in 2023; in 2026 the Board Governance Committee (BGC) considered a different route: language in its annual skills-guidance letter to the NomCom.
  • The BGC’s 31 August minutes say it agreed to proceed with a draft and that adding the language would conclude its consideration. They still list the next step as sharing the draft with the full Board for consideration and preparing it for transmission. The documents reviewed do not establish approval or transmission.

The difference between a category and a letter is more than drafting style. One makes a rule visible as a defined qualification and a number of seats; the other can express what a board wants its selectors to look for in a particular cycle. ICANN’s public record shows the institution weighing that difference, but it does not yet show the final instrument.

The starting point was Recommendation 27 of the second organizational review of the Nominating Committee. The 2022 final implementation report described the recommendation as providing clarity on the desire for independent directors and designating three specific seats. The review team’s rationale was to bring people with experience from outside the ICANN community into Board deliberations. This was a recommendation about selection design—not a change to the ICANN Bylaws by itself.

That distinction became important in 2023. ICANN opened a public-comment process on proposed Bylaws amendments and related documents to implement several NomCom review recommendations, including the proposed Unaffiliated Director framework. The package contemplated formal criteria and a three-of-eight selection requirement for NomCom Board appointments. On 10 September 2023, the ICANN Board deferred action on the Fundamental Bylaws amendment related to Unaffiliated Directors and asked for further work before deciding whether and how to proceed.

A draft submitted for comment, and a Board decision to defer it, are not an operative qualification rule.

The debate returned to the BGC in 2026. In March, members considered whether the recommendation should be implemented at all and, if so, how. The minutes record concern that the earlier definition was complex and difficult to operationalize. They also distinguish the US Internal Revenue Service’s use of “independent” from the review’s broader aspiration for a director with an outside perspective on the ICANN ecosystem. These are related but not interchangeable ideas: legal or financial independence, prior participation in ICANN, and conflicts in a particular decision can each be assessed differently.

By May, the BGC was considering guidance for the next NomCom cycle, including whether it should be mandatory or advisory. In July, the committee discussed placing direction in the annual letter the Board sends to NomCom about the skills it considers important, rather than creating a definitive definition. The minutes record questions about actual and perceived conflicts, whether experience gained during Board service changes a director’s status, independent judgment across all directors, and whether NomCom’s conflict questions should be strengthened. The committee asked staff to revise proposed text for further review.

The 31 August minutes mark a procedural turning point, not a completed adoption. Staff presented a revised draft letter with two new paragraphs at the top; the rest, apart from dates and addressee names, was described as the same as the prior year’s letter. The BGC agreed to proceed with the draft and said inclusion of the new language would conclude its consideration of the recommendation. Its recorded action was still to share the revised letter for Board consideration and prepare it for transmission to NomCom leadership.

That wording supports a careful conclusion: the BGC settled on a proposed route for its own work. It does not establish that the full Board approved the letter, that the letter was sent, what the two paragraphs say, or how NomCom will use them. The public NomCom page contains guidance for the 2026 cycle, but the materials reviewed do not identify that existing document as the revised draft described in the August minutes. The Board’s 6 September approved-resolutions page also does not establish the draft’s disposition. That is a boundary of this review, not evidence that no later action occurred.

The shift from a Bylaws category to recurring skills guidance changes the governance surface. A category-and-seat rule would be easier to count: the criteria could be published, applicants and selectors could see what qualifies, and observers could ask whether three places were filled under the rule. It would also bring the costs that the committee discussed—drawing a line around “unaffiliated,” deciding whether Board experience changes it, reconciling that label with conflict review, and avoiding criteria that screen out capable candidates or are hard to apply consistently.

An annual skills letter offers a different advantage. It can describe the Board’s current needs without freezing one definition for all future cycles. A skills profile can evolve as the Board’s work and composition change. But flexibility moves the accountability question: if the objective is expressed only through recurring guidance, readers need to know what the Board approved, when it was sent, what NomCom was asked to seek, and whether the selection process reflected that request. Without a visible record, the outside-perspective goal can become difficult to distinguish from a general aspiration.

Neither instrument automatically guarantees a particular kind of Board. A formal quota can make a selection expectation explicit without resolving whether candidates bring relevant experience or how conflicts should be handled. A guidance letter can make a nuanced request without guaranteeing how selectors weigh it. The documents reviewed do not establish that the BGC’s approach succeeds or fails on either measure. They establish that ICANN’s governance bodies are considering a different mechanism after the earlier proposal raised operational concerns.

For accuracy, three terms should stay separate. “Independent” can refer to legal standards or freedom from a conflict; “unaffiliated” in the review’s discussion points toward distance from the ICANN ecosystem; and the Board’s skills guidance speaks to experience and capability the Board wants represented. A candidate could satisfy one concept but not another. The BGC minutes themselves show why one word cannot safely do all three jobs.

The next public evidence should therefore be concrete and dated: the final letter text, the Board’s disposition, a transmission record, and the next NomCom cycle’s published criteria or process description. If a letter is the chosen tool, a version history and a public account of how the guidance affected the slate would make the choice more auditable. Those are useful tests for the eventual record, not steps the sources show have already been adopted.

Recommendation 27 has not become a settled definition merely because a committee has prepared two paragraphs. The governance question is now narrower and more practical: can recurring guidance carry the outside-perspective objective clearly enough that candidates, selectors, directors, and observers can tell what was asked and what followed? Until the Board’s action and the final text are visible, the right description is a proposed letter—not a new category, a new quota, or a completed rule.

Sources: NomCom2 Review final report, Recommendation 27; Board resolutions, 10 September 2023; 2023 public-comment proceeding; BGC minutes, 26 March 2026; 19 May 2026; 28 July 2026; 31 August 2026; Board resolutions, 6 September 2026; NomCom.