[CCWG-ACCT] Notes-Recordings-Transcript links for CCWG ACCT Session #14 24 February

[Bruce Tonkin]

Hello Roelof,


>>  - Recall Board members if not acting in global public interest rather than if not acting in segmented interest of a community. Consider community capture (especially a segment of community).

My comment on the call was about a concern that allowing segments of the community to recall "their" Board member may move away from the objective of ensuring that Board members primarily focus on the global public interest in their decision making.

I noted that under law the directors of ICANN owe a fiduciary (http://en.wikipedia.org/wiki/Fiduciary)  duty to the organization, but I also noted that the organization was established to act in the global public interest.    When new Board members join the Board we make clear that they have a fiduciary duty under law and must understand the organization's financials etc, but we also make clear that they need to act on behalf of the community as a whole, not just the part of the community that appointed the director/s.

The Board currently does have the power to remove a director with a 3/4 majority vote.   In practice the Board sets clear expectations for the conduct of directors through its code of conduct:  https://www.icann.org/resources/pages/code-of-conduct-2012-05-15-en  .    Also Board members must annually certify that they have read this code, and acknowledge in writing that they understand it.      The code notes that "Board Members should not be, or appear to be, subject to influences, interests or relationships that conflict with the interests of ICANN or ICANN's ability to operate for the benefit of the Internet community as a whole."    

 Under the enforcement of the code of conduct - it notes that "Serious breaches of this Code may be cause for dismissal of the Board Member committing the infraction in accordance with ICANN's Bylaws and applicable law."


I don't have a problem in principle with a segment of the ICANN community that appoints a director having the ability to recall that director, but would prefer that they use the same standard -ie the Board Directors' Code of Conduct.       I also don't have a problem with the Board having the same restriction in the bylaws.

I think we need to avoid situations where one part of the community withdraws a Board member because a Board decision was not particularly favourable to their part of the community - even though the decision is in the global public  interest.   e.g. If one group didn't get their budget request for travel approved, or one group didn't like an increase in registry or registrar fees in a particular year.   This has the risk of making the board behave in a political manner rather than focussing on the global public interest.    The Board meets with each stakeholder group at ICANN and that is the forum where each stakeholder group can put their case for a particular decision.   Generally Board members appointed by a particular part of a community listen to all the parts of the community and make a decision in the interests of the community as a whole, and don't play an active role on the Board pushing the agenda of their part of the community.   Board members from a particular part of the community do however help explain to other Board members  the nuances of the concerns from their part of the community where that is not clear.

Regards,
Bruce Tonkin