[client com] CWG Comment Letter - PTI Governance Documents

Grapsas, Rebecca rebecca.grapsas at sidley.com
Thu Aug 4 10:51:06 UTC 2016


Hi Lise – we had proposed deleting that provision from the COI to conform with the prohibition on director compensation in the PTI Bylaws (as discussed in the comment letter) and thereby reduce any confusion.  If the provision in the PTI Bylaws changes in future to allow for such compensation, the COI could also be amended at that time.

Best regards,

Rebecca

REBECCA GRAPSAS
Counsel

SIDLEY AUSTIN LLP
+1 212 839 8541
rebecca.grapsas at sidley.com<mailto:rebecca.grapsas at sidley.com>

From: Lise Fuhr [mailto:Fuhr at etno.eu]
Sent: Thursday, August 04, 2016 6:16 AM
To: Grapsas, Rebecca; Client Committee; Flanagan, Sharon
Subject: RE: CWG Comment Letter - PTI Governance Documents

Hi Sharon and Rebecca,

Thank you for sending the draft comment letter. I have one question to the original COI article 4.1. Why is this deleted? In case there will be a compensation at a later stage isn’t this a nice to have the article even though it seems redundant at the moment?

Best,
Lise


ARTICLE IV -- COMPENSATION
Section 4.1. A Director who receives Compensation, directly or indirectly, from PTI for
services may not vote on matters pertaining to the Director’s Compensation.
Section 4.2.Section 4.1. A Director may not vote on matters pertaining to Compensation
received, directly or indirectly, from PTI by a member of the Director’s Family or by an
individual with whom a Director has a close personal relationship, including, but not
limited to, any relationship other than kinship, spousal or spousal equivalent that
establishes a significant personal bond between the Director and such other individual
that in the judgment of the Board could impair the Director’s ability to act fairly and
independently and in a manner that furthers, or is not opposed to, the best interests of
PTI.
Section 4.3.Section 4.2. No Covered Person who receives Compensation, directly or
indirectly, from PTI, either individually or collectively, is prohibited from providing
information to the Board regarding the Covered Person’s Compensation.


From: cwg-client-bounces at icann.org<mailto:cwg-client-bounces at icann.org> [mailto:cwg-client-bounces at icann.org] On Behalf Of Grapsas, Rebecca
Sent: 04 August 2016 02:27
To: Client Committee
Subject: [client com] CWG Comment Letter - PTI Governance Documents

Dear Client Committee,

At Sharon’s request, attached please find a draft of the comment letter to the PTI governance documents and our comments on those documents.

The comment letter is due August 7.

Best regards,

Rebecca

REBECCA GRAPSAS
Counsel

SIDLEY AUSTIN LLP
787 Seventh Avenue
New York, NY 10019
+1 212 839 8541
rebecca.grapsas at sidley.com<mailto:rebecca.grapsas at sidley.com>
www.sidley.com<http://www.sidley.com>
[Image removed by sender. SIDLEY]




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