[CCWG-ACCT] Question to ICANN Directors on this list

Bruce Tonkin Bruce.Tonkin at melbourneit.com.au
Thu Sep 3 15:07:52 UTC 2015


Hello Alan,


>>  We have been told regularly that if the community has the power to remove individual directors, and particularly if those appointed by SO/ACs can be removed by sole action of the entity that appointed them, that this would impinge on the independence of directors and particularly, those directors threatened with the potential of removal would act differently, presumably to appease their communities or protect their right to remain an ICANN director.

Speaking personally:

- I don't have a problem with a mechanism to remove an individual director

- I don't have a problem with the appointing organization e.g. ALAC, GNSO, ccNSO etc - being able to remove the director that they appointed (as mentioned in an earlier post for the GNSO - my preference is that this is a decision taken by both house - not just one house).

- there is nothing in that model that inherently means that a director's independence is compromised

- there are risks in such a model if the decision is actually made by a small group of people (e.g. just the Council members of the GNSO or the ccNSO), and if there is a  potential to remove a director solely as it relates to a decision made by the Board that disadvantages in some way that SO and AC - as distinct from the global public.
 
- I think the risks are mitigated by:

	- ensuring that there is a sufficiently broad group of people, members etc in the relevant SO and AC that are involved in reviewing the situation and providing input

	- providing some clear criteria

When I started on the Board we did have the bylaws provision that the Board could remove an individual director without cause, but little documentation on how a Board member is expected to conduct themselves.   Since then though I have worked extensively in the Board Governance  Committee to actually establish clear Board governance guidelines, and codes of conduct.   We require all directors to confirm they have read such material each year, provide training on the material, and we would use that material as grounds for the removal of a director.   This material is all publicly available on the Board Governance page at:
https://www.icann.org/resources/pages/governance-committee-2014-03-21-en

So my hope is that the relevant SOs AC, could start by using the material already created - and potentially refine that to meet their needs.   The overall criteria though should be that a Board member performs their fiduciary role properly, consults with the community properly, and takes decisions in the global public interest.

Regards,
Bruce Tonkin







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