[CCWG-ACCT] Director / Board Recall - points from discussion, next steps

Jordan Carter jordan at internetnz.net.nz
Sat Jul 18 13:13:47 UTC 2015

Hi all

This is my write-up of the discussion we just had on adjustments to the
Director removal / Board Recall points.

*Please read and identify any errors or omissions.*

*1. Consultation requirement added*

Where the process to remove a director or the Board is triggered, there
would be a public discussion in the Community Forum to discuss the matter,
before the decision-maker is allowed to take a vote.

*2. Caretaker Board option to develop: #4*

WP1 is to develop the Board Recall power's caretaker board proposals along
the lines set out in Option 4 of the lawyers' slides. This is where the
recalling bodies come with names to appoint to the interim Board.

*3. NomCom appointments to Interim Board*

There was some concern about making NomCom appointments to the interim
board voluntary. I think we need to talk about this more in WP1 and with
current/previous NomCom people.

*4. Time limit for Interim Board*

The bylaws should provide a realistic timeframe to limit the duration of
the Interim Board - that is, within a defined period, SOs/ACs and NomCom
would be expected to make replacements through their usual (or through
expedited) processes.

*5. Replacement directors fit into existing pattern of director terms*

Once replacement directors are appointed to replace the short-term Interim
Board, they will serve for the remaining duration of the terms of the
directors they replace.

*6. WS2 to develop standards for director removal / Board recall *

WorkStream 2 will have as a project the development of community standards
that would guide the use of the removal/recall power.

Just at the end, making sure we have protections against the risk of
capture was mentioned. This needs more work.

Thomas' suggestion of "limiting the board's competence fiduciary" got lots
of hands up apparently against, but I thought that might more be confusion.
For discussion?

*Next steps*

WP1 will try to work on an update to the draft content on both of these
areas in time for discussion at Tuesday's CCWG call. If we can't make that,
it will be at Thursday's CCWG call.

Look forward to your thoughts.


Jordan Carter

Chief Executive

04 495 2118 (office) | +64 21 442 649 (mob)
jordan at internetnz.net.nz
Skype: jordancarter

*A better world through a better Internet *
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