[CCWG-Accountability] WS1 vs WS2 recap and proposals

Tue Jan 6 19:08:01 UTC 2015

+1 Mathieu. I would envisage the Board having to be compliance with all
Corporate Governance Codes specific to Companies Law in the country of
incorporation, subject to a community consensus override. But what is its
corporate status – not for profit or for profit – as different codes would
apply ? 

Regards,

Phil

From: accountability-cross-community-bounces at icann.org
[mailto:accountability-cross-community-bounces at icann.org] On Behalf Of
Drazek, Keith
Sent: 06 January 2015 18:19
To: Paul Rosenzweig; Mathieu.Weill at afnic.fr; 'Roelof Meijer'; 'Bruce
Tonkin'; 'Greg Shatan'
Cc: accountability-cross-community at icann.org
Subject: Re: [CCWG-Accountability] WS1 vs WS2 recap and proposals

Agreed.

And importantly, even if the ICANN Board is reluctant to adopt them, NTIA
could require them to do so in response to a consensus community
recommendation.

Keith

From: accountability-cross-community-bounces at icann.org
[mailto:accountability-cross-community-bounces at icann.org] On Behalf Of Paul
Rosenzweig
Sent: Tuesday, January 06, 2015 1:09 PM
To: Mathieu.Weill at afnic.fr; 'Roelof Meijer'; 'Bruce Tonkin'; 'Greg Shatan'
Cc: accountability-cross-community at icann.org
Subject: Re: [CCWG-Accountability] WS1 vs WS2 recap and proposals

+1 
 this is exactly right Mathieu.   The Board can, if it wishes, adopt
these commitments.

Paul

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From: Mathieu Weill [mailto:mathieu.weill at afnic.fr] 
Sent: Tuesday, January 6, 2015 12:14 PM
To: Roelof Meijer; Bruce Tonkin; Greg Shatan
Cc: accountability-cross-community at icann.org
Subject: Re: [CCWG-Accountability] WS1 vs WS2 recap and proposals

Hi Roelof, All,

I may be missing something but would kindly challenge your statement that
the Board would not submit to such a proposal (force implementation of items
they resist to). Please note that I provide the examples below only as
illustrations and not as candidate mechanisms for our group. 

First of all, it is routine governance in many organisations, including
private corporations or not for profits (such as Afnic which I know well),
that Boards operate under the authority of general assemblies, and therefore
have to submit to decisions from another body. It is even often considered
good practice (for some, but not all, decisions at least, such as bylaw
changes or Board appointments).

Secondly, many corporate Boards willingly commit to governance codes of
conduct all over the world that limit their authorities. One of the latest
examples being the "say on pay" trend amongst listed companies whereby Board
submit resolutions regarding executive compensation for approval to the
general assemblies (http://en.wikipedia.org/wiki/Say_on_pay). So in order to
comply with stakeholder expectations, it is an established practice that
Boards do limit their own "powers". 

But once again, I may have misunderstood your point. 

Best
Mathieu

Le 06/01/2015 16:17, Roelof Meijer a écrit :

>mechanisms in WS1 adequate to force implementation of WS2 items in the
event of resistance from ICANN management and Board

How can we reasonably expect the (ICANN) board to commit to such a proposal
(to force implementation of items that they do not agree to)? It would do so
blindly, not knowing beforehand what those items would be. No sensible board
would ever agree to this. And should not, as we as a working group are not
all-knowing. And we know that the chances that the public comments on our
proposals will show full consensus are nil. And even if there was a full
consensus in the public comments, we know for sure that this does not equal
public consensus.

Cheers,

Roelof Meijer

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From: Bruce Tonkin <Bruce.Tonkin at melbourneit.com.au>
Date: dinsdag 6 januari 2015 15:02
To: Greg Shatan <gregshatanipc at gmail.com>
Cc: "accountability-cross-community at icann.org"
<accountability-cross-community at icann.org>
Subject: Re: [CCWG-Accountability] WS1 vs WS2 recap and proposals

Works for me.

From: Greg Shatan [mailto:gregshatanipc at gmail.com] 
Sent: Tuesday, 6 January 2015 11:57 PM
To: Bruce Tonkin
Cc: accountability-cross-community at icann.org
Subject: Re: [CCWG-Accountability] WS1 vs WS2 recap and proposals

How about:

All other consensus items could be in WS2, provided there are mechanisms in
WS1 adequate to force implementation of WS2 items in the event of resistance
from ICANN management and Board.

Greg Shatan

On Tue, Jan 6, 2015 at 7:10 AM, Bruce Tonkin
<Bruce.Tonkin at melbourneit.com.au> wrote:

Hello All,

>>  WS 1 is designated for accountability mechanisms that must be in place
of rimly committed to before IANA transition occurs. 
All other consensus items could be in WS2, provided there are mechanisms in
WS1 adequate for force implementation of WS2 items despite resistance from
Icann management and Board. 

If possible I would like to see the last phrase read:  "in case of
resistance from ICANN Management and Board".   The current wording seems to
assume there is some sort of default resistance.

Regards,
Bruce Tonkin
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