[Party1] template - removal of ICANN directors - draft 1

Mathieu Weill mathieu.weill at afnic.fr
Wed Mar 4 12:34:21 UTC 2015

Dear WP1 colleagues,

During the discussion yesterday in the CCWG about the removal of Icann 
directors, it was agreed to request advice from the Advisors regarding 
corporate governance practice in the matter. We (co-chairs) are happy to 
take your input on the kind of question to ask.

Meanwhile, since I am a member of the French Institute of Board members, 
I digged into my personal documentation and gave a couple of calls at 
the Institute. I thought it might be useful to this discussion to share 
my understanding (pending more qualified advice). One way to ask the 
question to the Advisor could be to ask for confirmation / amendment 
around this initial assessment.

In the world of corporations, the major model for Board member 
appointment is that the Board itself nominates Board members, who need 
to be approved by the assembly of shareholders, whether the Board 
members represent a specific shareholder or an independent Board member.
This is meant to ensure that Board members are accountable to ALL 

Dismissal of Board members may happen :
- at the end of their term, either because the Board does not propose to 
renew them, or if the assembly rejects the proposition (very rare)
- at any point in time by a simple vote of the assembly of shareholders. 
In France at least, this vote can be taken at any assembly, even if it 
was not mentioned on the agenda (it is only required that this Board 
member be allowed to defend his case before the decision). No specific 
reason or standing is required.
- at any point in time by decision of the Board
- through resignation.

Considering the one share, one vote rule in such assemblies, and the 
fact that the Board usually represents a significant share of shares by 
itself, it is quite rare that a nomination is rejected.

I am not aware of any provision enabling to spill an entire Board but 
there are many precedents where several Board member nominations are 
rejected at the same time.

To illustrate, if we were to replicate this in the Icann context (and I 
am not saying we should), that would mean that :
- Board member nominations (either SO/AC or Nomcom) would be subject to 
approval by community mechanism
- the "community" could remove one or several Board members

Of course the trick would still be the same for us : how do these 
"community" decisions work ?


Le 28/02/2015 09:43, Jordan Carter a écrit :
> Dear WP1 members
> I've had a go at item 7a in our work listing, the mechanism of 
> removing ICANN directors.  Attached is my first draft of that paper 
> for your review and comment.
> I've kept it pretty simple, with the power basically being given to 
> whatever mechanism we design to represent "the community".
> *ICANN staff,* could you turn this into a Google doc, and post on the 
> Wiki?
> Thanks all, look forward to your thoughts.
> cheers
> Jordan
> -- 
> Jordan Carter
> Chief Executive
> *InternetNZ*
> 04 495 2118 (office) | +64 21 442 649 (mob)
> jordan at internetnz.net.nz <mailto:jordan at internetnz.net.nz>
> Skype: jordancarter
> /A better world through a better Internet /
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Mathieu WEILL
AFNIC - directeur général
Tél: +33 1 39 30 83 06
mathieu.weill at afnic.fr
Twitter : @mathieuweill

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