[CCWG-ACCT] CCWG - Recommendation 1 - Final version for legal review

Gregory, Holly holly.gregory at sidley.com
Tue Jan 26 22:25:20 UTC 2016


It seems to me, Mike,  that there is a trade-off.  The SOs and ACs will have the right to seek inspection without undertaking the escalation process of getting the Sole Designator -- or as we like to call it the Empowered Community --to act to make the request and that is significant.  If the right was given to the Sole Designator/Empowered Community directly, the ACs /SOs would need to petition the Sole Designator at the outset to request the information.  But either way, enforcement is available through the IRP process, such that any abuses by the Board can be redressed.

HOLLY J. GREGORY
Partner and Co-Chair
Global Corporate Governance & Executive Compensation Practice

Sidley Austin LLP
787 Seventh Avenue
New York, NY 10019
+1 212 839 5853
holly.gregory at sidley.com
www.sidley.com
 SIDLEY AUSTIN LLP
 


-----Original Message-----
From: Gregory, Holly 
Sent: Tuesday, January 26, 2016 5:18 PM
To: 'Chartier, Mike S'; Rosemary E. Fei (rfei at adlercolvin.com)
Cc: CCWG Accountability; Mathieu Weill; thomas at rickert.net; León Felipe Sánchez Ambía; Bernard Turcotte
Subject: RE: [CCWG-ACCT] CCWG - Recommendation 1 - Final version for legal review

I should have copied Rosemary on my original email to you; apologies.

HOLLY J. GREGORY
Partner and Co-Chair
Global Corporate Governance & Executive Compensation Practice

Sidley Austin LLP
787 Seventh Avenue
New York, NY 10019
+1 212 839 5853
holly.gregory at sidley.com
www.sidley.com
 SIDLEY AUSTIN LLP
 


-----Original Message-----
From: Chartier, Mike S [mailto:mike.s.chartier at intel.com] 
Sent: Tuesday, January 26, 2016 5:12 PM
To: Gregory, Holly
Cc: CCWG Accountability; Mathieu Weill; thomas at rickert.net; León Felipe Sánchez Ambía; Bernard Turcotte
Subject: Re: [CCWG-ACCT] CCWG - Recommendation 1 - Final version for legal review

Thanks,
But if the right was given to the sole designator, could they go directly to court to force inspection?
And in the new case, would inspection be possible in court after escalation, or is the only recourse to remove board members.

On Jan 27, 2016, at 5:49 AM, Gregory, Holly <holly.gregory at sidley.com<mailto:holly.gregory at sidley.com>> wrote:

Great question Mike,

Individual ACs and SOs will be able to enforce their inspection rights through the IRP.  And if the Board abuses the process by denying appropriate requests, the ACs and SOs can also petition the Empowered Community to use its escalation capabilities up to an IRP based on that abuse and potentially escalate further to enforcement and/or Board removal.  Language could be added to clarify this if the CCWG-ACCT thinks helpful.

Holly and Rosemary


HOLLY J. GREGORY
Partner and Co-Chair
Global Corporate Governance & Executive Compensation Practice

Sidley Austin LLP
787 Seventh Avenue
New York, NY 10019
+1 212 839 5853
holly.gregory at sidley.com<mailto:holly.gregory at sidley.com>
www.sidley.com<http://www.sidley.com/>
[http://www.sidley.com/files/upload/signatures/SA-autosig.png]<http://www.sidley.com/> SIDLEY AUSTIN LLP


From: accountability-cross-community-bounces at icann.org<mailto:accountability-cross-community-bounces at icann.org> [mailto:accountability-cross-community-bounces at icann.org] On Behalf Of Chartier, Mike S
Sent: Tuesday, January 26, 2016 4:08 PM
To: Bernard Turcotte
Cc: ACCT-Staff (acct-staff at icann.org<mailto:acct-staff at icann.org>); Accountability Community
Subject: Re: [CCWG-ACCT] CCWG - Recommendation 1 - Final version for legal review

Thanks.
I must have been wrong (Holly could set me straight).
I thought a difference was the Sole Designator would be able to enforce the inspection right directly in court.

From: Bernard Turcotte [mailto:turcotte.bernard at gmail.com]
Sent: Tuesday, January 26, 2016 8:20 AM
To: Chartier, Mike S <mike.s.chartier at intel.com<mailto:mike.s.chartier at intel.com>>
Cc: Accountability Community <accountability-cross-community at icann.org<mailto:accountability-cross-community at icann.org>>; ACCT-Staff (acct-staff at icann.org<mailto:acct-staff at icann.org>) <acct-staff at icann.org<mailto:acct-staff at icann.org>>
Subject: Re: [CCWG-ACCT] CCWG - Recommendation 1 - Final version for legal review

Mike,

Given what is proposed, individual decisional participants in the Empowered Community being able to make inspection requests  (as per their own inter processes) directly to the Board, actually goes well beyond what the CCWG was originally requesting, escalation process for inspection (petition, support, community forum etc.), it was felt it was no longer necessary to provide inspection rights to the Sole Designator.

Hope the answers your question.

Cheers.

B.

On Mon, Jan 25, 2016 at 9:23 PM, Chartier, Mike S <mike.s.chartier at intel.com<mailto:mike.s.chartier at intel.com>> wrote:
I must have missed in the minutes (or the meeting itself), but just for process sake, could you point me where the conclusion was reached to remove the right of inspection from the sole designator?

From: accountability-cross-community-bounces at icann.org<mailto:accountability-cross-community-bounces at icann.org> [mailto:accountability-cross-community-bounces at icann.org<mailto:accountability-cross-community-bounces at icann.org>] On Behalf Of Bernard Turcotte
Sent: Monday, January 25, 2016 11:12 AM
To: Accountability Community <accountability-cross-community at icann.org<mailto:accountability-cross-community at icann.org>>; ACCT-Staff (acct-staff at icann.org<mailto:acct-staff at icann.org>) <acct-staff at icann.org<mailto:acct-staff at icann.org>>
Subject: [CCWG-ACCT] CCWG - Recommendation 1 - Final version for legal review

​
All,

​Per the request of the co-chairs we are publishing the final draft version of  Annex 1  for legal review.

This version has been generated from the conclusion of the second reading document with minor edits by staff.

As such you will find attached 2 versions, Word and PDF of the marked up text.

Once this legal review is completed (48 hours - 16:00UTC Wednesday), results of the review will be published on this list, a final version will be generated and posted for final CCWG comments.​

​Thank You.

B​ernard Turcotte
ICANN Staff Support for CCWG





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