Standing orders relating Membership of and Candidate Profiles

Version: 4 April 2023

These standing orders ('the Standing Orders') were originally adopted by the Supervisory Board ('the Supervisory Board') of the Foundation for Internet Domain Registration in the Netherlands ('the Foundation') on 28 March 2011. The Standing Orders were subsequently amended and the amended version adopted by the Supervisory Board on 4 April 2023.

Annex to the Statement of Principles and Best Practices for the Supervisory Board of SIDN

As provided for in Article 4 of its Constitution, the Foundation for Internet Domain Registration in the Netherlands has a Supervisory Board, whose composition shall be as described in these Standing Orders. When a vacancy arises on the Supervisory Board, the Supervisory Board shall draw up a candidate profile for the particular vacancy, based on the criteria set out below and on the general candidate profile.

Diversity

The Supervisory Board shall strive to ensure that its members possess diverse visible and invisible characteristics. When making an appointment, the Supervisory Board shall ensure that at least one third of its members are women and one third are men.

General characteristics of Supervisory Board members

With a view to exercising proper supervision of the Foundation and the associated group companies, in the sense of Article 2:24b of the Dutch Civil Code (referred to below collectively as 'SIDN') the members of the Supervisory Board shall possess at least the following characteristics:

  1. In connection with the Supervisory Board's responsibility for supervising and advising on the policy of the Executive Board, and on the general state of affairs within SIDN, every member of the Supervisory Board shall have extensive professional experience, shall be an eminent member of society or their profession, and shall be of unimpeachable good character. Furthermore, the majority of Supervisory Board members, including at least the Chair, shall possess considerable knowledge and experience of governance at the national level.

  2. Members of the Supervisory Board shall possess affinity with SIDN's field of operations and objectives.

  3. In the performance of their duties, members of the Supervisory Board shall act in the interests of SIDN, while also taking account of the interests of the local internet community. Hence, members of the Supervisory Board shall expressly not act as the (direct) representatives or envoys of any particular party, group or movement. Members shall not be compromised in their ability to act autonomously in the interests of the Foundation, and to prioritise the interests of the Foundation above the (particular) interests of any other party, group or movement.

Composition of and candidate profile for the Supervisory Board

In order to reflect the whole spectrum of interests in the local internet community, and to ensure that the Supervisory Board possesses sufficient specialist knowledge, the Supervisory Board shall strive to include amongst its number members who conform to (a combination of) the following profiles:

i) At least one member of the Supervisory Board shall possess technical knowledge of the working of the global Domain Name System.

ii) At least one member of the Supervisory Board shall possess demonstrable knowledge of the interests of .nl domain name registrants and of the users of services provided to registrants, on the basis of the Domain Name System.

iii) At least one member of the Supervisory Board shall possess demonstrable knowledge of the commercial circumstances and interests of registrars and their operational relations and position within the domain name service provision chain.

iv) At least one member of the Supervisory Board shall possess demonstrable knowledge of the interests of the Dutch national government in relation to the Domain Name System in general.

v) At least one member of the Supervisory Board shall be familiar with the interests of the internet's end users in general.

vi) At least two members of the Supervisory Board shall have demonstrable knowledge of financial reporting, analysis and control, of whom at least one shall have expertise in the preparation and review of annual financial statements.

vii) At least one member of the Supervisory Board shall have demonstrable legal knowledge, preferably in the field of corporate governance, ICT law, privacy and cybersecurity law and telecoms law.

viii) At least one member of the Supervisory Board shall possess demonstrable knowledge of information security.

ix) At least one member of the Supervisory Board shall possess demonstrable knowledge of ICT.

x) At least one member of the Supervisory Board shall possess demonstrable knowledge of human resource management and staff involvement in decision-making.