[Area 1] Sub Group 1 - Preliminary Draft

[Bruce Tonkin]

Hello Mathieu,

>>  - anything that would identify a specific relationship between some member of the staff and the Board, such as staff members who would report at least in part to the board (in some companies, this is the case for audit directors, sometimes the CFO, etc.) 

The current structure at ICANN basically has the CEO reporting to the Board,  however the Board committees such as finance, audit, risk and governance all have senior staff support.   In this context it is routine for Board committees to get briefings from staff such as the Chief Financial Officer, General Council, chief Operating officer, etc.      These staff members report to the CEO, but the Board can certainly give the CEO feedback on the performance of these staff members and could decide to replace them based on that feedback.    If the senior staff are not performing, the CEO is ultimately held accountable and the CEO can be replaced.

The Board also uses an external and independent auditor that reports through to the audit committee.

In terms of the strategic plan and Operating plan, the Board holds the CEO accountable for executing on those plans.     The Board can dismiss the CEO for not performing.     

The ICANN community in turn should hold the Board accountable for executing those plans.     Currently the ICANN community can decide whether to return individual directors that stand for re-appointment through the various mechanisms in the bylaws  (ie SO, AC, and nominating committee appointments).   Presumably if the community feels that the Board is not performing its duty, it will appoint new people to the Board.       Every year approximately a third of the board is available for appointment, and each board director serves a three year term.   

Regards,
Bruce Tonkin