[CCWG-ACCT] accountability of private sector organizations

[Bruce Tonkin]

Hello Rahul,

>>   ICANN is a not-for-profit private organization based out of California. According to applicable laws, I understand that Board of private sector organizations are accountable to none. 

Often Boards of private sector organizations are accountable to the shareholders of the organization.   Many non-profit organizations have the Board directly accountable to the members of the organization   (this is a fairly common arrangement for some ccTLD managers).

As ICANN doesn’t directly have members, the Board is appointed through a combination of the various members of the supporting organizations (SO) and advisory committees  (AC) that make up the ICANN community.   Some Board members are appointed by a single supporting organization, and other board members are appointed by a nominating committee, which itself comprises members appointed by the SOs and ACs.   Board  Directors are appointed to terms of three years, which are staggered over time so that the whole board can’t change at once.   At the end of each three year term, a Board Director is subject to a re-election process.   Board Directors can serve a maximum of three consecutive three year terms ( I.e. total of 9 years).   From my perspective ICANN is directly accountable to the ICANN community (comprising the members of the SOs and ACs), but under its Articles of Incorporation it operates for the purpose of promoting the global public interest in the operational stability of the Internet.  I personally don't think it is correct to say that the Board is "unaccountable" - but I think it is fair to say that the Board can be made more tightly accountable to the community (e.g.  through mechanisms to remove one or more board members in the middle of their terms, and better dispute mechanisms).

	
The CCWG has been looking at mechanisms to allow either the replacement of individual Board members mid-term, or the whole Board based on certain parameters.

There have also been discussion about implementing some form of membership organization structure for ICANN – and I understand that this will be subject to some of the external legal advice available to the CCWG.

Regards,
Bruce Tonkin