[council] Conflicts of Interest

Mon Jan 23 08:28:38 UTC 2006

Maria,

My previous  clarificatiion to Marilyn: Thanks.
-------------------

 Marilyn,

Your intrigue is well taken.  You are right in that the Sarbanes-Oxley Act
(SOX)  and was passed by Congress in 2002.  It also  affects publicly-traded
companies.  However, the spate of recent problems in non-profit
organizations has led to legislative proposals to extend the provisions of
SOX to non-profits.    The two areas of SOX applicable to nonprofits are the
rules relating to document destruction and whistle-blower protection.

In any case, my reference to SOX was purely to disclose my experience in
working in areas that we are currently dealing with i,e COI, transparency
etc... it is not to suggest the adaption of SOX within ICANN at all,  and
I agree it is very cumbersome, if we adapt it.   Although at a high level,
we should be looking at SOX from the perspective of future compliance.  As I
mentioned above, SOX for non-profit would be a future mandate.  Also see
this link below just to give you an idea as to where SOX is at for
non-profits.
http://www.usaid.gov/our_work/cross-cutting_programs/private_voluntary_cooperation/conf_budak.pdf#search='sarbanesoxley%20for%20nonprofits'

Regarding our immediate concern of 'statement of interest', the policy
definition of SOX would also NOT be out of scope, but may not directly apply
to this particular subject.  I am sort of intrigued on how we can implement
a transparent policy, where the organization's structure is made of
'interested parties'.  That is a perplexing problem and I shall be thinking
about that.

As for my consulting business, it is not subject to SOX, since it is a
private company, but most of the work we are currently doing in the US is
providing consultancy in this area.   Therefore, I maybe wearing my SOX most
of the time.  Certainly for ICANN, we are not there yet.

I hope I have clarified myself.

Sophia

On 23/01/06, Maria Farrell <maria.farrell at icann.org> wrote:
>
> All,
>
> Just my two cents; my understanding of Sarbanes Oxley is that it is only
> applicable to publicly listed companies listed in the US. I could be wrong,
> of course, and will check that out.
>
> The policy staff is meeting early this week to assess and coordinate our
> current workloads.  But, as always, we will prioritise according to
> Council's set priorities and support the work that Council wants done.
>
> all the best, Maria
>
>  ------------------------------
> *From:* owner-council at gnso.icann.org [mailto:owner-council at gnso.icann.org]
> *On Behalf Of *ICANNSoph
> *Sent:* Sunday, January 22, 2006 8:19 PM
> *To:* Marilyn Cade
> *Cc:* Maureen Cubberley; Cubberley, Maureen (CHT); ross at tucows.com; Bruce
> Tonkin; council at gnso.icann.org
> *Subject:* Re: [council] Conflicts of Interest
>
>
>  Interesting comments by Ross and Marilyn re: implementing true standards
> of objectivity as well as ICANN's nature of business which is based on
> "interest:  seem to be in conflict of our perusal of COI policy at the GNSO
> level and leaves us to a challenge of devising a specialized statement.
>
> The "testing" of Sarbane-Oxley need not apply to ICANN at all, but the
> principles behind the legislation, is the cornerstone of what we are trying
> to accomplish, i.e transparency and accountability as well as the
> statement of interest.  "Testing" can only be performed after policies have
> been put in place and that should be an independent committee work.
>
> In any case, given ICANN's mission and role, I agree with Ross that we
> start with a statement of interest and work with transparency based rules as
> the next step.   As for launching it a work initiative, if we at least know
> what should not be included, which seem to be what Ross and Marilyn have
> suggested, I doubt it would be a cumbersome requirement.  But then again, I
> am the new Councilor!.
>
> Sophia
>
> On 22/01/06, Marilyn Cade <marilynscade at hotmail.com> wrote:
> >
> >  So, far, then it's Sophia, Marilyn and Maureen who have volunteered.
> > But I have a request before there is any creation of a small working group
> > or even an initiative– discussion and prioritization, consideration of what
> > is feasible, and staff support needs.
> >
> > In addition to our own discussion, I do suggest that we discuss this
> > with the General Counsel of ICANN. We need to considering our work
> > priorities – everything is important, and there are practicalities to
> > consider before launching a work initiative. We have a Operational Plan and
> > an emerging StratPlan for the Council. As we come up with great ideas for
> > more work initiatives, we should consider how they fit into the overall work
> > plan and priorities – and even perhaps maybe part of other work initiatives
> >
> >
> > It is easy to launch new initiatives, and we need to consider resourcing
> > of our staff support as well. I would think that we would want to have a
> > discussion with the GC and also perhaps discuss with the ccNSO, how they see
> > addressing this issue.
> >
> >   Just a comment: A discussion with the GC is essential. Sarbanes Oxley
> > is a rather burdensome "test", and not really developed quite for the
> > "organization" that ICANN is. Further, ICANN 's community, and its leaders
> > and its participants will by nature have many many interests. – and thus
> > there will by nature be conflicts. Understanding whether these are of the
> > nature that require recusing oneself from a vote, versus the need to fully
> > disclose the relationships  -- for instance, councilors may have clients who
> > have interests in the policy outcome – that would by nature be all
> > registrars and all registries – and many others within the constituencies.
> > That isn't a bad thing. But should be a transparent thing.
> >
> > As we all know, it isn't only financial commitments that bring conflicts
> > of interest, and that influence "interests".
> >
> > So, even though we have three volunteers, I suspect that we should
> > really have a discussion with the full council before we hove off into a
> > working group, and we need to understand the priorities of work, what
> > resources are needed, whether this is part of our changes of council before
> > we complete "review", etc.
> >
> > Still, I'm volunteering.
> >
> > Grant, can you also post the InternetNZ Councilor's process to the email
> > string – just for informational purposes?
> >
> >
> >
> > Marilyn
> >  ------------------------------
> >
> > *From:* owner-council at gnso.icann.org [mailto:
> > owner-council at gnso.icann.org] *On Behalf Of *ICANNSoph
> > *Sent:* Saturday, January 21, 2006 9:04 PM
> > *To:* Maureen Cubberley
> > *Cc:* Marilyn Cade; Cubberley, Maureen (CHT); ross at tucows.com; Bruce
> > Tonkin; council at gnso.icann.org
> > *Subject:* Re: [council] Conflicts of Interest
> >
> >
> >
> > Bruce,
> >
> >
> >
> > I also want to share my experience in working in the development and
> > implementation of conflict-of-interest (COI) issues within my career in
> > Audit and recently, within the framework of Sarbane-Oxley legislation in
> > various orgs, which should be useful for us.  I would like to volunteer
> > along with Maureen in contributing on the proposed task force for the design
> > of COI.
> >
> >
> >
> > Basically, COI exist when professional judgement concerning one interest
> > tend to be unduly influenced by another interest, be it within individuals
> > or institutions.  Despite anyone's profit or gain, the appearance of COI (as
> > we say in Audit) is as destructive of confidence as actual gain or profit.
> >
> > In our case, while not a regulatory mandate, it would be an
> > institutional statement of ethical standards based upon the act of total
> > objectivity with regards to ICCAN's interest.
> >
> >  Regards,
> >
> > Sophia
> >
> >
> >
> >
> >
> >
> >
> > On 21/01/06, *Maureen Cubberley* < m.cubberley at sympatico.ca > wrote:
> >
> > During my CIRA Chair days, we developed a conflict of interest policy,
> > with the assistance of one of the country's leading legal firms. Ross, would
> > CIRA be willing to share its policy with the Council?
> >
> >
> >
> > Maureen
> >
> >
> >
> >  ----- Original Message -----
> >
> > *From:* Marilyn Cade <marilynscade at hotmail.com>
> >
> > *To:* 'Cubberley, Maureen (CHT)' <MCubberley at gov.mb.ca> ;
> > ross at tucows.com ; 'Bruce Tonkin' <Bruce.Tonkin at melbourneit.com.au>
> >
> > *Cc:* council at gnso.icann.org
> >
> > *Sent:* Friday, January 20, 2006 3:38 PM
> >
> > *Subject:* RE: [council] Conflicts of Interest
> >
> >
> >
> >
> > I'm also interested in supporting the development of an effective
> > Interest
> > Statement, and a discussion of what creates a conflict that requires a
> > recusement, versus a disclosure. Also, we should examine how we
> > implement
> > such a program.
> >
> > Grant has shared with the BC the way that InternetNZ addresses, and
> > perhaps
> > there are other useful models also about to quickly get a sense of.
> >
> > Marilyn
> >
> > -----Original Message-----
> > From: owner-council at gnso.icann.org [mailto: owner-council at gnso.icann.org]
> > On
> > Behalf Of Cubberley, Maureen (CHT)
> > Sent: Friday, January 20, 2006 11:04 AM
> > To: ross at tucows.com; Bruce Tonkin
> > Cc: council at gnso.icann.org
> > Subject: RE: [council] Conflicts of Interest
> >
> > Bruce and Ross,
> >
> > Thanks Bruce for bringing this proposal forward.  I too think this is an
> > excellent idea, and Ross, I agree with your further analysis. In
> > particular, I agree that the GNSO council should move ahead with a
> > conflict of interest policy, and an appropriate process to accompany it.
> >
> > As you know, this is an issue that I brought up at the meeting in
> > Vancouver, at which time I cited the Board conflict of interest policy
> > and asked for clarification as to whether or not it applied to the
> > Council.
> > Now that we have our clarification, we should move ahead.
> >
> > I like your" light weight" approach and also the concept of a design
> > committee.
> >
> > I support the idea of adding this to the next agenda, so Bruce, if that
> > is acceptable and if the Council as a whole agrees to proceed, I would
> > be pleased to volunteer to work with fellow Councillors on the proposed
> > "design committee" or with whatever development approach is decided
> > upon.
> >
> > Best regards,
> >
> > Maureen
> >
> > -----Original Message-----
> > From: owner-council at gnso.icann.org [mailto:owner-council at gnso.icann.org]
> > On Behalf Of Ross Rader
> > Sent: Friday, January 20, 2006 8:57 AM
> > To: Bruce Tonkin
> > Cc: council at gnso.icann.org
> > Subject: Re: [council] Conflicts of Interest
> >
> > Bruce Tonkin wrote:
> >
> > > I see this being a voluntary initiative as there doesn't seem to be
> > any
> > > explicit bylaw requirements.
> >
> > Bruce -
> >
> > I think this is an excellent proposal. As you know, the registrar
> > constituency has had similar practices embodied in its bylaws for a
> > number of years.
> >
> > However, simply because the bylaws is silent on a specific set of
> > behaviors, doesn't mean that we can't officially adopt these behaviors
> > through other means.
> >
> > I also believe that it is time for the Council of the GNSO to adopt some
> >
> > explicit conflict of interest management processes - but I believe they
> > should be mandatory. At first, we should proceed cautiously with these.
> > A light-weight approach would seem to be most prudent. Over time, we
> > could improve and expand upon the approach in ways that make it more
> > useful for our purposes.
> >
> > My preference would not be to create a "design committee" to come up
> > with a comprehensive proposal at this time. As a first step, I think
> > your proposal makes eminent sense, and I would like to discuss whether
> > or not the rest of the council would be willing to undertake a vote to
> > make these requirements mandatory. Is this something that we could add
> > to the agenda of our next meeting?
> >
> > Thanks in advance for your consideration.
> >
> > -ross
> >
> >
> >
> >
> > --
> > Sophia Bekele
> > Voice/Fax: 925-935-1598
> > Mob:925-818-0948
> > sophiabekele at gmail.com
> > SKYPE: skypesoph
> > www.cbsintl.com
> >
>
>
>
> --
> Sophia Bekele
> Voice/Fax: 925-935-1598
> Mob:925-818-0948
> sophiabekele at gmail.com
> SKYPE: skypesoph
> www.cbsintl.com
>

--
Sophia Bekele
Voice/Fax: 925-935-1598
Mob:925-818-0948
sophiabekele at gmail.com
SKYPE: skypesoph
www.cbsintl.com
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