[CCWG-ACCT] Transparency recap (Was: Contribution on Transparency Reforms for CCWG)

Fri Oct 30 08:12:50 UTC 2015

Dear Colleagues,

First of all many thanks to all of you who have been working hard on this 
issue. We are well aware of your efforts to find an approach that would be 
acceptable to all on this question.

Regarding transparency discussions, I would like to remind everyone of the 
content and conclusions of our discussions on Transparency in the Sole 
Designator model while we were in Dublin.

-          Our lawyers have confirmed that the same level of transparency 
could be achieved in the Sole Designator model as with the Sole Member, by 
adding a specific provision to the Bylaws enabling the Sole Designator to 
inspect Ican’s accounting books and records.

-          In response to a concern raised by Sam Eisner about public 
disclosure of such documents, we discussed how we could use the same type of 
provision that we had agreed on for the AoC reviews as a safeguard (see 
below the relevant extract from the AoC section, provided by Steve del 
Bianco)

-          There was a debate about whether or not extra provisions for 
transparency were needed in Work stream 1, considering that we have 
agreement that the topic is on the WS2 agenda. There was no formal 
conclusion.

Thomas did conclude by saying “So that’s one action item for our group to 
set up a subteam to define the exact language and extent to which a 
transparency is required.”

In terms of way forward, given the input we have received, I believe the 
question is whether transparency provisions, beyond the records inspection 
rights, fit with our agreed definition of Work stream 1, and whether the 
level of consensus on the extra provisions at this stage is sufficient.

I would note that, with the group’s input, our WS2 initiative would already 
be well advanced. It might be possible to launch it very soon after we have 
submitted our WS1 recommendations if that is the path we take.

Best,

Mathieu

For your reference :

Full transcript --> 
https://community.icann.org/download/attachments/56143884/Transcript%20CCWG%20ACCT%20Working%20Session%202_21%20October.pdf?version=1&modificationDate=1445525810000&api=v2

Slide-deck --> 
https://community.icann.org/download/attachments/56143884/CCWG-Accountability%20Working%20Session%20II%20%281%29-1.pdf?version=1 
<https://community.icann.org/download/attachments/56143884/CCWG-Accountability%20Working%20Session%20II%20%281%29-1.pdf?version=1&modificationDate=1445444965000&api=v2> 
&modificationDate=1445444965000&api=v2

page 75 of AoC reviews as part of WS1.

Confidential Disclosure to Review Teams:

To facilitate transparency and openness regarding ICANN's deliberations and 
operations, the Review Teams, or a subset thereof, shall have access to 
ICANN internal information and documents. If ICANN refuses to reveal 
documents or information requested by the Review Team, ICANN must provide a 
justification to the Review Team. If the Review Team is not satisfied with 
ICANN’s justification, it can appeal to the Ombudsman and/or the ICANN Board 
for a ruling on the disclosure request.

For documents and information that ICANN does disclose to the Review Team, 
ICANN may designate certain documents and information as not for disclosure 
by the Review Team, either in its report or otherwise. If the Review Team is 
not satisfied with ICANN’s designation of non-disclosable documents or 
information, it can appeal to the Ombudsman and/or the ICANN Board for a 
ruling on the non-disclosure designation.

A confidential disclosure framework shall be published by ICANN. The 
confidential disclosure framework shall describe the process by which 
documents and information are classified, including a description of the 
levels of classification that documents or information may be subject to, 
and the classes of persons who may access such documents and information.

The confidential disclosure framework shall describe the process by which a 
Review Team may request access to documents and information that are 
designated as classified or restricted access.

The confidential disclosure framework shall also describe the provisions of 
any non-disclosure agreement that members of a Review Team may be asked to 
sign.

The confidential disclosure framework must provide a mechanism to escalate 
and/or appeal the refusal to release documents and information to duly 
recognized Review Teams.

De : accountability-cross-community-bounces at icann.org 
[mailto:accountability-cross-community-bounces at icann.org] De la part de 
Kieren McCarthy
Envoyé : jeudi 29 octobre 2015 15:58
À : Padmini
Cc : accountability-cross-community at icann.org
Objet : Re: [CCWG-ACCT] Contribution on Transparency Reforms for CCWG

I have to agree with Padmini on this one re: DIDP and being "able to refer 
the requestor to documents already publicly available".

The information provided is often tangential to what has actually been asked 
for. In quite a few cases it is so far removed from the query that it is 
almost obnoxious.

I don't know why Board members have such a blind spot about how the staff 
behaves to those outside the corporation.

And I'm still waiting to hear a Board member - any Board member - announce 
that they have decided to look into the staff's bylaw-breaking behavior in 
the .africa application.

If I was on the Board and I heard that the entire process was being 
jeopardized by staff wrongly interfering in the process (and then lying 
about doing so), I'd make sure the community knew I was doing my job and 
insist on some kind of internal review of what happened and what could be 
done to make sure it didn't happen again.

But instead we get silence and fantasy responses like these ones from Bruce 
about how the DIDP works and the effectiveness of ICANN's financial 
reporting systems.

Kieren

On Thu, Oct 29, 2015 at 5:41 AM, Padmini <pdmnbaruah at gmail.com> wrote:

Dear Bruce,

As someone who has spent some time combing through the different responses 
that ICANN files to the various DIDP requests, my findings are slightly 
different, and have been posted earlier.

While ICANN does link one to an innumerable array of documents that are 
publicly available, many times, there is little or no connection between the 
information one seeks and the publicly available documents that are 
provided. For instance, I have asked a few questions on registrar/registry 
audits, specifically seeking individual contracted party audit reports in 
cases where there have been breaches or discrepancies. However, the response 
contains a large number of links explaining ICANN's three-year-audit process 
in great detail, and at the end has a rejection of my actual request on the 
basis of certain of their extremely vast and broad grounds for 
non-disclosure. I like to refer to this as ICANN's tendency towards 
documentary obfuscation where they aren't actually giving you the 
information that you need, but are drowning you in documents anyway.

That 66 is a figure that we might need to scrutinise closer in terms of how 
effective those disclosures actually have been.

Warm Regards

Padmini

Programme Associate, Internet Governance

Centre for Internet and Society, Bangalore, India

Padmini Baruah

V Year, B.A.LL.B. (Hons.)

NLSIU, Bangalore

On Thu, Oct 29, 2015 at 12:16 PM, Bruce Tonkin 
<Bruce.Tonkin at melbourneit.com.au> wrote:

Hello Greg,

>>  6333.  The accounting books and records and minutes of proceedings
of the members and the board and committees of the board shall be
open to inspection upon the written demand on the corporation of any
member at any reasonable time, for a purpose reasonably related to
such person's interests as a member.

The minutes are basically published today.    The only minutes apparently 
that are not posted are compensation committee minutes – but even then we 
could at least note the items discussed without necessarily disclosing some 
personal information.

With regard to financials– we are already moving towards the same standards 
as publicly listed companies in the USA.   We now provide quarterly 
financial reporting, and a quarterly call where the community can question 
the CEO and the CFO on the income and expenditure.   It would not be normal 
to provide people with access to the raw accounting system (in this case 
Great Plains) – which would include information on payments to all staff 
etc.

We do use an external auditor to validate our financials and processes once 
per year.

If there is a community  concern about a particular financial matter (e.g 
concern about whether procurement policies were being followed) – then I 
think it would be more appropriate if the single legal entity that 
represents the community powers has the right to appoint an external auditor 
to validate any particular process or numbers and report back to the 
community.      Audit firms have the appropriate skills to analyse financial 
accounting records and also have appropriate procedures in place for 
confidentiality.

I think we should be focussing on improving the processes we already have. 
I advocated moving to quarterly financial reporting, and I have certainly 
been a strong advocate of making things as public as possible, and welcome 
suggestions for improving our processes.

Regards,
Bruce Tonkin

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