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

Wed Jul 1 19:06:07 UTC 2015

Just to clarify, I hope by "leaving it to them to resolve" would not in
anyway mean  modifying board composition through either removing a member
or increasing the number.

Perhaps it's good to indicate what issue is there to resolve.

Regards

sent from Google nexus 4
kindly excuse brevity and typos.
On 1 Jul 2015 18:58, "Donna Austin" <Donna.Austin at ariservices.com> wrote:

>  Agree with Martin, let’s not reopen the Board size, and let’s leave this
> to ICANN and the PTI Board to resolve once they are all in place.
>
>
>
> *From:* cwg-stewardship-bounces at icann.org [mailto:
> cwg-stewardship-bounces at icann.org] *On Behalf Of *Martin Boyle
> *Sent:* Wednesday, 1 July 2015 9:39 AM
> *To:* Greg Shatan; Gomes, Chuck
> *Cc:* avri at acm.org; cwg-stewardship at icann.org
> *Subject:* Re: [CWG-Stewardship] [client com] PTI Board Composition: IANA
> Managing Director
>
>
>
> Let’s not reopen the Board size, Greg!
>
>
>
> For issues directly involving the CEO as a person (and currently the
> senior person in the IANA team is an ICANN employee), might this be
> something left to ICANN and the PTI Board in negotiation with the post
> holder?
>
>
>
>
>
>
>
>
>
> *From:* Greg Shatan [mailto:gregshatanipc at gmail.com
> <gregshatanipc at gmail.com>]
> *Sent:* 01 July 2015 15:55
> *To:* Gomes, Chuck
> *Cc:* Martin Boyle; avri at acm.org; cwg-stewardship at icann.org
> *Subject:* Re: [CWG-Stewardship] [client com] PTI Board Composition: IANA
> Managing Director
>
>
>
> 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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