[CCWG-ACCT] Lawyers' High Level Review: Annexes 1, 8, 9, 10, 11
Roelof Meijer
Roelof.Meijer at sidn.nl
Mon Jan 25 13:04:29 UTC 2016
May I conclude that Rosemary, when she wrote ³the phrase ³duly taken into
account² is ambiguous² was correct?
But that she was wrong on another point: this is not a problem in this
particular case, but an advantage? (in the sense that the ICANN Board can
³easily² say that they have duly taken the advice into account and that it
would be quite difficult for the GAC to prove otherwise)
Best,
Roelof
On 25-01-16 11:54, "accountability-cross-community-bounces at icann.org on
behalf of Nigel Roberts" <accountability-cross-community-bounces at icann.org
on behalf of nigel at channelisles.net> wrote:
>There is an apocryphal story I learned when working at DEC in the 1980s.
>
>Apparentl a contract was negotiated to supply hardware and software one
>time.
>
>The hardware was supplied on with one year's support, 4 hour response.
>The software was supplied with a support on a 'best' efforts basis.
>
>Now, as many people know, in the IT industry "best efforts" support
>means "We'll do what we can if there's nothing more important on" and
>that's what the drafters of the contract INTENDED.
>
>But (again, remember this is a cautionary tale), it seems that the
>jurisdiction in which the customer was interpreted "best efforts"
>extremely literally.
>
>That is to say, it was judged not on the standard of what a reasonable
>support company in the same industry would be able to do without being
>negligent, but on the standard of the best possible outcome with the
>best possible effort.
>
>Many people, in writing policy documents include words such as 'duly' to
>imply an obligation of order. But such words can have modifying effect
>in the eyes of the lawyers and judges (who are, first and foremost
>lawyers) interpreting them.
>
>This is one of the reasons the English legal system, post-Woolf, has
>diverged from the traditional common-law approach of using Latin, and
>jargon phrases, and instead drafting skill is now measured by how simply
>a document can be written.
>
>To quote Strunk and White (or was it Ernest Gowers?)
>
>"Omit needless words".
>
>and
>
>"Eschew obfuscation".
>
>
>
>On 25/01/16 08:34, Kavouss Arasteh wrote:
>> Dear All
>> Since many years I am struggling with the use of the term" Duely" ,"Due
>> course" " Due account",Due action",undue interference" and ,,,,
>> These are qualifiers used to provide some degree of flexibility and
>> manoeuvring . Their use , depend on the circumstances and conditions in
>> which they are used. Their use are also depending on degree of judgement
>> which were / are practices by those using it.
>> I suggest the lawyers review the revised text for the text under
>> consideration , in particular with the replacement of " consistent with
>> GAC advice" which caused difficulties for some , in using the current
>> language in the Bylaw , as close as possible
>> Regards
>> Kavouss
>>
>> Sent from my iPhone
>>
>> On 25 Jan 2016, at 06:01, Edward Morris <egmorris1 at toast.net
>> <mailto:egmorris1 at toast.net>> wrote:
>>
>>> From Black's Law Dictionary via Westlaw:
>>> *Duly: *
>>> In due or proper form or manner ; according to legal
>>> requirements.Regularly; upon a proper foundation, as distinguished
>>> from mere form. Robertson v.Perkins, 129 U. S. 233, 9 Sup. Ct. 279, 32
>>> L. Ed. 6S6; Brownell v. Greenwich, 114 N. Y.518, 22 N. E. 24, 4 L. R.
>>> A. 6S5; Leth- brldge v. New York (Super. N. Y.) 15 N. Y. Supp.502;
>>> Allen v. Pancoast, 20 N. J. Law, 74; Van Arsdale v. Van Arsdale, 20 N.
>>> J. Law, 423;Dunning v. Coleman. 27 La. Ann. 48; Young v. Wright, 52
>>> Cal. 410; White v. Johnson,27 Or. 282, 40 Pac. 511, 50 Am. St. Rep.
>>>726.
>>> Law Dictionary: What is DULY? definition of DULY (Black's Law
>>>Dictionary)
>>>
>>>------------------------------------------------------------------------
>>> *From*: "Greg Shatan" <gregshatanipc at gmail.com
>>> <mailto:gregshatanipc at gmail.com>>
>>> *Sent*: Monday, January 25, 2016 3:33 AM
>>> *To*: "Avri Doria" <avri at acm.org <mailto:avri at acm.org>>
>>> *Cc*: "accountability-cross-community at icann.org
>>> <mailto:accountability-cross-community at icann.org>"
>>> <accountability-cross-community at icann.org
>>> <mailto:accountability-cross-community at icann.org>>
>>> *Subject*: Re: [CCWG-ACCT] Lawyers' High Level Review: Annexes 1, 8,
>>> 9, 10, 11
>>> Avri,
>>> I don't have a formal legal definition of "duly" at my fingertips --
>>> but generally, when "due" or "duly" is used in a legal context, it
>>> connotes a reasonable and appropriate level of attention and care,
>>> with an implication that more (rather than less) was done by the party.
>>> Greg
>>> On Sun, Jan 24, 2016 at 10:06 PM, Avri Doria <avri at acm.org
>>> <mailto:avri at acm.org>> wrote:
>>>
>>> Hi,
>>>
>>> Not lawyer and definitely of the opinion that we have understood
>>> it the
>>> way Greg et al have understood it up to this point.
>>>
>>> But legally, how is "duly taken into account" different from
>>>"taken
>>> into account"
>>>
>>> avri
>>>
>>> On 24-Jan-16 20:22, Greg Shatan wrote:
>>> > "duly taken into account" absolutely does not mean "followed."
>>> >
>>> > On Sun, Jan 24, 2016 at 8:10 PM, Nigel Roberts
>>><nigel at channelisles.net <mailto:nigel at channelisles.net>
>>> > <mailto:nigel at channelisles.net <mailto:nigel at channelisles.net>>>
>>>wrote:
>>> >
>>> > Paul is right to be concerned.
>>> >
>>> > 'duly taken in to account' means 'followed'.
>>> >
>>> >
>>> >
>>> > On 24/01/16 21:32, Greg Shatan wrote:
>>> >
>>> > Paul,
>>> >
>>> > I was halfway through writing an email that said exactly
>>>that.
>>> >
>>> > This may be due to the lawyers re-interpreting "duly
>>>taken
>>> > into account"
>>> > in a way that I don't agree with and which I think is
>>> > incorrect. We
>>> > have used the term many times in discussing how we deal
>>>with
>>> > public
>>> > comments, and I have taken our meaning to be "we will
>>>consider
>>> > it and
>>> > give it our full attention, but without any presumption
>>>that
>>> > we will
>>> > adopt it." The additional language suggested by the
>>>lawyers as a
>>> > "clarification" would actually be a substantial change,
>>>along
>>> > the lines
>>> > that you highlight. I would also note that this phrase
>>>has
>>> > been in the
>>> > Bylaws for many year without any ambiguity noted until
>>>now.
>>> >
>>> > Whatever the genesis of this problem, we need to reverse
>>>this
>>> > creeping
>>> > presumption.
>>> >
>>> >
>>> > Greg
>>> >
>>> > On Sun, Jan 24, 2016 at 4:09 PM, Paul Rosenzweig
>>> > <paul.rosenzweig at redbranchconsulting.com
>>> <mailto:paul.rosenzweig at redbranchconsulting.com>
>>> > <mailto:paul.rosenzweig at redbranchconsulting.com
>>> <mailto:paul.rosenzweig at redbranchconsulting.com>>
>>> > <mailto:paul.rosenzweig at redbranchconsulting.com
>>> <mailto:paul.rosenzweig at redbranchconsulting.com>
>>> > <mailto:paul.rosenzweig at redbranchconsulting.com
>>> <mailto:paul.rosenzweig at redbranchconsulting.com>>>> wrote:
>>> >
>>> > Is anyone else concerned about the commentary to
>>>Annex
>>> > 11. As I
>>> > read our lawyer¹s advice, we are now in the position
>>>of
>>> > putting into
>>> > place a presumption that the Board will not act
>>> > inconsistent with
>>> > GAC advice which to me is more binding that making
>>>sure
>>> > that the
>>> > advice is duly taken into account. The latter
>>>implies
>>> > that it may
>>> > be taken account of and then diverged from, while
>>>the former
>>> > suggests not. I am not questioning the lawyer¹s
>>>conclusions.
>>> > Rather I am suggesting that we have, mistakenly,
>>>created a
>>> > situation
>>> > where government influence is definitely increased.
>>>I cannot
>>> > support that. More to the point I do not see how
>>>the NTIA
>>> > will
>>> > approve it Š.____
>>> >
>>> > __ __
>>> >
>>> > Paul____
>>> >
>>> > __ __
>>> >
>>> > Paul Rosenzweig____
>>> >
>>> >paul.rosenzweig at redbranchconsulting.com
>>> <mailto:paul.rosenzweig at redbranchconsulting.com>
>>> > <mailto:paul.rosenzweig at redbranchconsulting.com
>>> <mailto:paul.rosenzweig at redbranchconsulting.com>>
>>> > <mailto:paul.rosenzweigesq at redbranchconsulting.com
>>> <mailto:paul.rosenzweigesq at redbranchconsulting.com>
>>> > <mailto:paul.rosenzweigesq at redbranchconsulting.com
>>> <mailto:paul.rosenzweigesq at redbranchconsulting.com>>> ____
>>> >
>>> > O:+1 (202) 547-0660 <tel:%2B1%20%28202%29%20547-0660>
>>> <tel:%2B1%20%28202%29%20547-0660>
>>> > <tel:%2B1%20%28202%29%20547-0660>____
>>> >
>>> > M: +1 (202) 329-9650
>>><tel:%2B1%20%28202%29%20329-9650>
>>> > <tel:%2B1%20%28202%29%20329-9650>____
>>> >
>>> > VOIP: +1 (202) 738-1739
>>><tel:%2B1%20%28202%29%20738-1739>
>>> > <tel:%2B1%20%28202%29%20738-1739>____
>>> >
>>> > Skype: paul.rosenzweig1066____
>>> >
>>> > Link to my PGP Key
>>> >
>>> >
>>><http://www.redbranchconsulting.com/index.php?option=com_content&view=ar
>>>ticle&id=19&Itemid=9>____
>>> >
>>> >
>>> >
>>><http://www.rsaconference.com/events/us16?utm_source=signature&utm_mediu
>>>m=email&utm_campaign=speakers-us2016>____
>>> >
>>> > __ __
>>> >
>>> > *From:*Gregory, Holly
>>>[mailto:holly.gregory at sidley.com <mailto:holly.gregory at sidley.com>
>>> > <mailto:holly.gregory at sidley.com
>>><mailto:holly.gregory at sidley.com>>
>>> > <mailto:holly.gregory at sidley.com
>>><mailto:holly.gregory at sidley.com>
>>> > <mailto:holly.gregory at sidley.com
>>><mailto:holly.gregory at sidley.com>>>]
>>> > *Sent:* Sunday, January 24, 2016 7:24 AM
>>> > *To:* 'Mathieu Weill' <mathieu.weill at afnic.fr
>>><mailto:mathieu.weill at afnic.fr>
>>> > <mailto:mathieu.weill at afnic.fr
>>><mailto:mathieu.weill at afnic.fr>>
>>> > <mailto:mathieu.weill at afnic.fr
>>><mailto:mathieu.weill at afnic.fr>
>>> > <mailto:mathieu.weill at afnic.fr
>>><mailto:mathieu.weill at afnic.fr>>>>;
>>> 'thomas at rickert.net <mailto:thomas at rickert.net>
>>> > <mailto:thomas at rickert.net <mailto:thomas at rickert.net>>
>>> > <mailto:thomas at rickert.net
>>><mailto:thomas at rickert.net>
>>> <mailto:thomas at rickert.net <mailto:thomas at rickert.net>>>'
>>> > <thomas at rickert.net <mailto:thomas at rickert.net>
>>> <mailto:thomas at rickert.net <mailto:thomas at rickert.net>>
>>> > <mailto:thomas at rickert.net
>>><mailto:thomas at rickert.net>
>>> <mailto:thomas at rickert.net <mailto:thomas at rickert.net>>>>;
>>> > 'León Felipe Sánchez Ambía'
>>> > <leonfelipe at sanchez.mx <mailto:leonfelipe at sanchez.mx>
>>> <mailto:leonfelipe at sanchez.mx <mailto:leonfelipe at sanchez.mx>>
>>> > <mailto:leonfelipe at sanchez.mx
>>><mailto:leonfelipe at sanchez.mx>
>>> <mailto:leonfelipe at sanchez.mx <mailto:leonfelipe at sanchez.mx>>>>;
>>> > 'accountability-cross-community at icann.org
>>> <mailto:accountability-cross-community at icann.org>
>>> > <mailto:accountability-cross-community at icann.org
>>> <mailto:accountability-cross-community at icann.org>>
>>> > <mailto:accountability-cross-community at icann.org
>>> <mailto:accountability-cross-community at icann.org>
>>> > <mailto:accountability-cross-community at icann.org
>>> <mailto:accountability-cross-community at icann.org>>>'
>>> > <accountability-cross-community at icann.org
>>> <mailto:accountability-cross-community at icann.org>
>>> > <mailto:accountability-cross-community at icann.org
>>> <mailto:accountability-cross-community at icann.org>>
>>> > <mailto:accountability-cross-community at icann.org
>>> <mailto:accountability-cross-community at icann.org>
>>> > <mailto:accountability-cross-community at icann.org
>>> <mailto:accountability-cross-community at icann.org>>>>;
>>> > 'acct-staff at icann.org <mailto:acct-staff at icann.org>
>>> <mailto:acct-staff at icann.org <mailto:acct-staff at icann.org>>
>>> > <mailto:acct-staff at icann.org
>>><mailto:acct-staff at icann.org>
>>> <mailto:acct-staff at icann.org <mailto:acct-staff at icann.org>>>'
>>> > <acct-staff at icann.org <mailto:acct-staff at icann.org>
>>> <mailto:acct-staff at icann.org <mailto:acct-staff at icann.org>>
>>> > <mailto:acct-staff at icann.org
>>><mailto:acct-staff at icann.org>
>>> <mailto:acct-staff at icann.org <mailto:acct-staff at icann.org>>>>
>>> > *Cc:* Sidley ICANN CCWG <sidleyicannccwg at sidley.com
>>><mailto:sidleyicannccwg at sidley.com>
>>> > <mailto:sidleyicannccwg at sidley.com
>>><mailto:sidleyicannccwg at sidley.com>>
>>> > <mailto:sidleyicannccwg at sidley.com
>>><mailto:sidleyicannccwg at sidley.com>
>>> > <mailto:sidleyicannccwg at sidley.com
>>><mailto:sidleyicannccwg at sidley.com>>>>;
>>> Greeley, Amy E.
>>> > <AGreeley at sidley.com <mailto:AGreeley at sidley.com>
>>> <mailto:AGreeley at sidley.com <mailto:AGreeley at sidley.com>>
>>> > <mailto:AGreeley at sidley.com <mailto:AGreeley at sidley.com>
>>> <mailto:AGreeley at sidley.com <mailto:AGreeley at sidley.com>>>>;
>>> > Grapsas, Rebecca
>>> > <rebecca.grapsas at sidley.com
>>><mailto:rebecca.grapsas at sidley.com>
>>> > <mailto:rebecca.grapsas at sidley.com
>>><mailto:rebecca.grapsas at sidley.com>>
>>> > <mailto:rebecca.grapsas at sidley.com
>>><mailto:rebecca.grapsas at sidley.com>
>>> > <mailto:rebecca.grapsas at sidley.com
>>><mailto:rebecca.grapsas at sidley.com>>>>;
>>> > 'ICANN at adlercolvin.com <mailto:ICANN at adlercolvin.com>
>>> <mailto:ICANN at adlercolvin.com <mailto:ICANN at adlercolvin.com>>
>>> > <mailto:ICANN at adlercolvin.com
>>><mailto:ICANN at adlercolvin.com>
>>> <mailto:ICANN at adlercolvin.com <mailto:ICANN at adlercolvin.com>>>'
>>> > <ICANN at adlercolvin.com <mailto:ICANN at adlercolvin.com>
>>> <mailto:ICANN at adlercolvin.com <mailto:ICANN at adlercolvin.com>>
>>> > <mailto:ICANN at adlercolvin.com
>>><mailto:ICANN at adlercolvin.com>
>>> <mailto:ICANN at adlercolvin.com <mailto:ICANN at adlercolvin.com>>>>
>>> > *Subject:* [CCWG-ACCT] Lawyers' High Level Review:
>>>Annexes
>>> > 1, 8, 9,
>>> > 10, 11____
>>> >
>>> > __ __
>>> >
>>> > __ __
>>> >
>>> > __ __
>>> >
>>> > Dear CCWG ACCT Co-Chairs, Members, Participants and
>>>ICANN
>>> > Staff, ____
>>> >
>>> > __ __
>>> >
>>> > We are writing to raise with you the following
>>>issues that we
>>> > identified in our high-level review of the above-
>>>referenced
>>> > Annexes:____
>>> >
>>> > __ __
>>> >
>>> > *_Annex 1 (GAC as Decisional Participant)_*: We did
>>>not
>>> > have any
>>> > high-level comments on this Annex.____
>>> >
>>> > *______*
>>> >
>>> > *_Annex 8 (Reconsideration)_*: With respect to the
>>>timing
>>> > requirements discussed in Paragraph 25 and elsewhere
>>>in
>>> > the Annex,
>>> > there appears to be some inconsistency: If the Board
>>> > Governance
>>> > Committee (BGC) takes its full 90 days to make a
>>> > recommendation
>>> > after receiving the request, the Board would not
>>>meet
>>> > its 60 day
>>> > timeline, and it would be tight for it to meet the
>>>120 day
>>> > time line
>>> > (particularly if the requestor files a rebuttal to
>>>the BGC¹s
>>> > recommendation within 15 days of receipt). /We
>>>recommend
>>> > that these
>>> > time frames be re-considered to remove the
>>>inconsistency, for
>>> > example by deleting the language relating to Board
>>>action
>>> > within 60
>>> > days and, if necessary, providing the Board with
>>> > additional time to
>>> > consider the BGC recommendations/.____
>>> >
>>> > __ __
>>> >
>>> > *_Annex 9 (AOC Reviews)_*: /We recommend that
>>> > consideration be given
>>> > to further clarifying the Review Team provision in
>>> > Paragraph 54 (1)
>>> > to specify the type of ³diversity² desired
>>>(geographic or
>>> > otherwise)
>>> > for Review Team members and (2) to state whether, in
>>> > determining the
>>> > composition of the members of the Review Teams they
>>> > select, the
>>> > group of chairs can solicit additional nominees or
>>>appoint
>>> > less than
>>> > 21 members to avoid potential overrepresentation of
>>> > particular ACs
>>> > or SOs if some nominate less than 3 members./ ____
>>> >
>>> > __ __
>>> >
>>> > *_Annex 10 (SO/AC Accountability)_*: We did not
>>>have any
>>> > high-level
>>> > comments on this Annex. ____
>>> >
>>> > *______*
>>> >
>>> > *_Annex 11 (GAC Advice)_*: ____
>>> >
>>> > __ __
>>> >
>>> > We were asked to review the current Bylaws provision
>>> > addressing GAC
>>> > advice and determine whether the ambiguities we
>>>identified
>>> > in our
>>> > review of the proposed revisions to this provision
>>>are new
>>> > or stem
>>> > from ambiguities under the current Bylaws text. We
>>>have
>>> > determined
>>> > that there are ambiguities under the current Bylaws
>>>text,
>>> > which
>>> > provides as follows:____
>>> >
>>> > *ICANN Bylaws Article XI, Section 2.1.j.*The advice
>>>of the
>>> > Governmental Advisory Committee on public policy
>>>matters
>>> > shall be
>>> > /duly taken into account/, both in the formulation
>>>and
>>> > adoption of
>>> > policies. In the event that the ICANN Board
>>>determines to
>>> > take an
>>> > action that is not consistent with the Governmental
>>>Advisory
>>> > Committee advice, it shall so inform the Committee
>>>and
>>> > state the
>>> > reasons why it decided not to follow that advice. The
>>> > Governmental
>>> > Advisory Committee and the ICANN Board will then
>>>try, in
>>> > good faith
>>> > and in a timely and efficient manner, to find a
>>>mutually
>>> > acceptable
>>> > solution.____
>>> >
>>> > __ __
>>> >
>>> > The phrase ³duly taken into account² is ambiguous,
>>>but
>>> > reading it
>>> > together with the next sentence, which requires that
>>>the Board
>>> > follow a specific procedure before taking actions
>>> > inconsistent with
>>> > GAC advice, we believe the best interpretation of
>>>this
>>> > phrase is to
>>> > mean ³do not act inconsistently with.² Based on this
>>> > interpretation, /we recommend the following
>>>clarification
>>> > (underlined) to the first sentence of this Bylaws
>>> > provision: ³The
>>> > advice of the Gov//ernmental Advisory Committee on
>>>public
>>> > policy
>>> > matters shall be duly taken into account, both in the
>>> > formulation
>>> > and adoption of policies_, and**ICANN shall not act
>>> > inconsistently
>>> > with that advice except as otherwise provided in this
>>> > paragraph_/.² ____
>>> >
>>> > __ __
>>> >
>>> > We also note that there is no meaningful legal
>>>distinction
>>> > between
>>> > voting and determining to take an action, as some
>>> > commenters have
>>> > suggested. The only way the Board can legally
>>>determine
>>> > or decide
>>> > anything under California law is by voting. ____
>>> >
>>> > __ __
>>> >
>>> > The proposed addition to the current Bylaws text is
>>>underlined
>>> > below:____
>>> >
>>> > __ __
>>> >
>>> > *ICANN Bylaws Article XI, Section 2.1.j.*The advice
>>>of the
>>> > Governmental Advisory Committee on public policy
>>>matters
>>> > shall be
>>> > duly taken into account, both in the formulation and
>>> > adoption of
>>> > policies. In the event that the ICANN Board
>>>determines to
>>> > take an
>>> > action that is not consistent with the Governmental
>>>Advisory
>>> > Committee advice, it shall so inform the Committee
>>>and
>>> > state the
>>> > reasons why it decided not to follow that advice.
>>>_Any
>>> > Governmental
>>> > Advisory Committee advice approved by a full
>>>Governmental
>>> > Advisory
>>> > Committee consensus, understood to mean the practice
>>>of
>>> > adopting
>>> > decisions by general agreement in the absence of any
>>>formal
>>> > objection, may only be rejected by a vote of 2/3 of
>>>the Board,
>>> > and_ the Governmental Advisory Committee and the
>>>ICANN
>>> > Board will
>>> > then try, in good faith and in a timely and efficient
>>> > manner, to
>>> > find a mutually acceptable solution.____
>>> >
>>> > __ __
>>> >
>>> > Based on our interpretation of the current Bylaws
>>>text,
>>> > described
>>> > above, we believe this proposed provision results in
>>>the
>>> > following
>>> > process:____
>>> >
>>> > __1.__If GAC provides advice (whether by a full GAC
>>> > consensus or a
>>> > lesser approval threshold), the ICANN Board must
>>>³duly
>>> > take[] into
>>> > account² that advice -- i.e., ICANN must not act
>>> > inconsistently with
>>> > that advice, unless #2 and/or #3 below apply. ____
>>> >
>>> > __2.__If GAC provides advice (whether by a full GAC
>>> > consensus or a
>>> > lesser approval threshold), and the ICANN Board
>>>decides
>>> > to take an
>>> > action inconsistent with that advice, the ICANN
>>>Board must
>>> > first
>>> > give GAC notice and provide a rationale. ____
>>> >
>>> > __·__In addition, f the GAC advice was by a full GAC
>>> > consensus, the
>>> > ICANN Board may decide to take an action
>>>inconsistent
>>> > with that
>>> > advice only by a vote of 2/3 of the ICANN Board. If
>>>that 2/3
>>> > threshold is reached, GAC and ICANN must then try in
>>>good
>>> > faith to
>>> > find a mutually acceptable solution. If the 2/3
>>>threshold
>>> > is not
>>> > reached, ICANN is required to act consistently with
>>>the
>>> > consensus
>>> > GAC advice. ____
>>> >
>>> > /We recommend that consideration be given to further
>>> > clarifying this
>>> > process, and we agree with commenters who have
>>>concluded
>>> > that the
>>> > proposed provision does not impose an affirmative
>>> > obligation upon
>>> > ICANN¹s Board to vote on GAC consensus advice every
>>>time
>>> > that advice
>>> > is provided/. ____
>>> >
>>> > We note that additional Bylaws language is being
>>>proposed
>>> > to clarify
>>> > that, in any case, the Board needs to act in
>>>compliance
>>> > with the
>>> > ICANN Bylaws. Thus, if the Board were to determine
>>>that
>>> > following
>>> > GAC advice would result in non-compliance with the
>>>Bylaws,
>>> > the Board
>>> > should be able to reject the advice (with a majority
>>>or
>>> > two-thirds
>>> > vote, depending on whether the GAC advice was
>>>consensus
>>> > advice) and
>>> > explain its position to GAC. ____
>>> >
>>> > Please let us know if we can assist in any way with
>>>your
>>> > further
>>> > consideration of these issues.____
>>> >
>>> > __ __
>>> >
>>> > Kind regards,____
>>> >
>>> > Holly and Rosemary____
>>> >
>>> > __ __
>>> >
>>> > *HOLLY**J. GREGORY*
>>> > Partner and Co-Chair
>>> > Global Corporate Governance & Executive Compensation
>>>Practice
>>> >
>>> > *Sidley Austin LLP**
>>> > *+1 212 839 5853 <tel:%2B1%20212%20839%205853>
>>> > <tel:%2B1%20212%20839%205853>
>>> >holly.gregory at sidley.com <mailto:holly.gregory at sidley.com>
>>> <mailto:holly.gregory at sidley.com <mailto:holly.gregory at sidley.com>>
>>> > <mailto:holly.gregory at sidley.com
>>><mailto:holly.gregory at sidley.com>
>>> > <mailto:holly.gregory at sidley.com
>>><mailto:holly.gregory at sidley.com>>>____
>>> >
>>> > Image removed by sender.
>>> >http://www.sidley.com/files/upload/signatures/SA-autosig.png
>>> > <http://www.sidley.com/>*SIDLEY AUSTIN LLP*____
>>> >
>>> > ____
>>> >
>>> > __ __
>>> >
>>> > __ __
>>> >
>>> > ____
>>> >
>>> >
>>> >
>>>************************************************************************
>>>****************************
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