[council] Some feedback on the role of directors and liaising with the GNSO

[Bruce Tonkin]

Hello All,

Here are some points in response to the questions from the Council on reconciling the role of a director with being able to effectively liaise with the appointing organization.

- Role of the director is set forth in the Bylaws: 

	Directors shall serve as individuals who have the duty to act in what they reasonably believe are the best interests of 
	‭ICANN‬ and not as representatives of the entity that selected them, their employers, or any other organizations
	 or constituencies.

- Directors acting within their role – and in the best interests of ICANN, which is chartered specifically to serve the public benefit – is one of the keys to ICANN’s accountability, as it’s accountability to the broader ICANN as opposed to various interests.

- Directors do NOT serve as representatives of the GNSO, nor any other selecting entity.  If a director believes they are serving as a representative of their entity, then there is a potential for conflict.  BUT there is no barrier for the selected representatives serving as liaisons to the GNSO, updating the GNSO on relevant activities at the Board level, and similarly carrying to the Board the views heard within the GNSO on topics that are before the Board.

- Acting in the best interests of ICANN is about acting in the interest of the broader ICANN community, so there should not be a disconnect between the two.

- Conflict of interest at the Board level – The fact that a Board member is selected from a particular organization does not give rise to an immediate conflict of interest.  Rather, it's about the different relationships that the individual  Board member has (business, financial, non-financial, etc) and how those can possibly impair the director’s ability to act in the best interests of ICANN, as opposed to serving any specific interest or group.


Hope that helps.   Always happy to talk to individual Council members on how all of this works in practice.     

I am always willing to have calls or meetings with the various constituencies and stakeholder groups of the GNSO.

Regards,
Bruce Tonkin