[CWG-Stewardship] [client com] PTI Board Composition: IANA Managing Director

Wed Jul 1 16:43:16 UTC 2015

Actually I don't see any significant issue that would warrant calling it an
issue requiring any of the suggested solutions.

PTI as far as I am concerned is a blown IANA  department that happen to
have a board due to subsidiary setup requirements. We should be worried of
the fact that it now has a board and not that it will have it's current
manager[1] on the board.

Regards
1. The manager that currently operates IANA without major issues
sent from Google nexus 4
kindly excuse brevity and typos.
On 1 Jul 2015 16:00, "Greg Shatan" <gregshatanipc at gmail.com> wrote:

> There are probably some ways to "fix" this issue, although they may raise
> their own issues:
>
> 1.  Increase the board to 7, with 4 (or 5) ICANN appointees (PTI President
> + 3-4 ICANN employees) and 3 (or 2) independent directors.  This provides a
> clear majority even if the PTI President recuses him/herself from a
> particular vote.  This could re-open a number of discussion points (mission
> creep based on size, composition, etc.).
>
> 2.  Establish a Compensation Committee to deal with the President's
> compensation, consisting of the other 2 "ICANN directors" and 1 independent
> director.
>
> 3.  Establish a proxy or alternate system where another ICANN (but not
> PTI) employee steps in to vote where the PTI President must step away.
>
> These are just off the top of my head, so take them for what they're worth.
>
> Greg
>
> On Wed, Jul 1, 2015 at 9:10 AM, Gomes, Chuck <cgomes at verisign.com> wrote:
>
>> Thanks Martin.  I understand that this is common practice.  The reason
>> this was more of a concern for me was that we are talking about a very
>> small board; one director out of five who may frequently have conflicts is
>> very different in my mind than one out of seven or nine or more directors.
>>  That said, I recognize that most in the CWG still support this approach
>> and can live with that.
>>
>> Chuck
>>
>> -----Original Message-----
>> From: Martin Boyle [mailto:Martin.Boyle at nominet.org.uk]
>> Sent: Wednesday, July 01, 2015 4:24 AM
>> To: Gomes, Chuck; avri at acm.org; cwg-stewardship at icann.org
>> Subject: RE: [CWG-Stewardship] [client com] PTI Board Composition: IANA
>> Managing Director
>>
>> Sorry Chuck, I missed this direct question and I can't even blame
>> travelling.
>>
>> Yes, I'm sure that there are other areas where the senior post (let's
>> call it a CEO for the moment) in PTI would need to recuse from voting, not
>> least on issues associated with their own position.  I'm sure we can find a
>> list of areas where this would be good practice, but my point is that it is
>> quite usual for a CEO to be a member of the Board of their company,
>> subsidiary or otherwise, certainly in the UK.  They should *not* be Chair
>> (considered bad practice).
>>
>> In particular, for a Board whose sole responsibility has to be on
>> ensuring that the PTI is meeting its obligations, it would seem to me to be
>> completely unreasonable not to have the senior person in the company
>> executive on the Board.
>>
>> Again apologies for (albeit accidentally) ignoring you.
>>
>> Martin
>>
>>
>>
>> -----Original Message-----
>> From: Gomes, Chuck [mailto:cgomes at verisign.com]
>> Sent: 15 June 2015 21:44
>> To: Martin Boyle; avri at acm.org; cwg-stewardship at icann.org
>> Subject: RE: [CWG-Stewardship] [client com] PTI Board Composition: IANA
>> Managing Director
>>
>> Martin,
>>
>> Don't you think there would be other conflicts of interest besides
>> remuneration where the PTI person would have to recuse herself/himself from
>> voting, leaving only 4 members to vote?
>>
>> Chuck
>>
>> -----Original Message-----
>> From: cwg-stewardship-bounces at icann.org [mailto:
>> cwg-stewardship-bounces at icann.org] On Behalf Of Martin Boyle
>> Sent: Monday, June 15, 2015 4:41 PM
>> To: avri at acm.org; cwg-stewardship at icann.org
>> Subject: Re: [CWG-Stewardship] [client com] PTI Board Composition: IANA
>> Managing Director
>>
>> I'd see the term Managing Director in this case as the CEO role in the
>> PTI.  Ex Officio because it is the most senior person in the company and
>> unlike other Board members, it is the post, not the person.  And as CEO/MD,
>> sure, the person should certainly have a vote except in things to do with
>> their remuneration and bonus.
>>
>> Martin
>>
>>
>> -----Original Message-----
>> From: cwg-stewardship-bounces at icann.org [mailto:
>> cwg-stewardship-bounces at icann.org] On Behalf Of Avri Doria
>> Sent: 15 June 2015 21:19
>> To: cwg-stewardship at icann.org
>> Subject: Re: [CWG-Stewardship] [client com] PTI Board Composition: IANA
>> Managing Director
>>
>> Hi,
>>
>> A clarification, saying ex official means saying it is because of another
>> role held.
>>
>> Do you also mean that this should be a non voting seat?
>> I think you do, but want to make sure.
>>
>> I would note that ICANN has a voting CEO on its Board.
>> Does ISOC? How about the RIRs?
>> Just curious.
>>
>> avri
>>
>> On 15-Jun-15 16:07, James Gannon wrote:
>> >
>> > Greg,
>> >
>> >
>> >
>> > With regards to questions 3, 4 and 6:
>> >
>> > As a matter of good governance practice I would have serious concerns
>> > about an employee of PTI sitting on the board of PTI with the
>> > exception of the CEO ex officio.
>> >
>> > I would appreciate input from others but certainly in Ireland and
>> > France where I've sat on boards it's would not be considered an
>> > acceptable practice. And I agree I haven't seen this issue discussed
>> > and any advice on best practice given to date.
>> >
>> >
>> >
>> > -James
>> >
>> >
>> >
>> > *From:*cwg-client-bounces at icann.org
>> > [mailto:cwg-client-bounces at icann.org] *On Behalf Of *Greg Shatan
>> > *Sent:* Monday, June 15, 2015 8:15 PM
>> > *To:* cwg-stewardship at icann.org; Client
>> > *Subject:* [client com] PTI Board Composition: IANA Managing Director
>> >
>> >
>> >
>> > All:
>> >
>> >
>> >
>> > In the course of discussing the composition of the "inside"
>> > (controlled) PTI Board, I believe we have stated that three seats
>> > would be appointed by ICANN, with two being unspecified ICANN
>> > employees and one being the "IANA Managing Director."  I've been asked
>> > to clarify who this IANA Managing Director is (since this title does
>> > not currently exist).  Specifically:
>> >
>> >
>> >
>> > 1. Will the IANA Managing Director be an employee of ICANN or of PTI?
>> >
>> > 2. Is this intended to be the person in the role currently held by
>> > Elise Gerich (currently a VP of ICANN for IANA and Technical
>> > Operations)?
>> >
>> > 3.  If this person is an employee of PTI and not ICANN, does that
>> > still qualify for purposes of making it an inside board (keeping in
>> > mind that ICANN does not "own" PTI, and that the only reason this
>> > person is controlled by ICANN is because ICANN controls PTI (which
>> > creates a circularity of reasoning))?
>> >
>> > 4.  Can this person be an employee of ICANN _and_ PTI (at least so
>> > that question 3 is resolved)?
>> >
>> >
>> >
>> > Some next level questions:
>> >
>> >
>> >
>> > 5.  Why are we calling this person a "Managing Director," which is not
>> > commonly used in US non-profit corporations to my experience?  (The
>> > typical senior board-appointed offices are President, Vice President,
>> > Secretary and Treasurer.  Managing Director seems to show up primarily
>> > in investment banks and other financial services entities.  If this
>> > person is intended to be at the helm of PTI, we should use the term
>> > President.)
>> >
>> >
>> >
>> > 6.  How will the board handle matters related to this person
>> > (compensation, etc.)? If she recuses herself, there will only be 4
>> > directors voting.
>> >
>> >
>> >
>> > I look forward to clarification and apologize if this is clear
>> > somewhere and I missed it.
>> >
>> >
>> >
>> > Greg
>> >
>> >
>> >
>> >
>> >
>> > _______________________________________________
>> > CWG-Stewardship mailing list
>> > CWG-Stewardship at icann.org
>> > https://mm.icann.org/mailman/listinfo/cwg-stewardship
>>
>>
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