[CWG-Stewardship] [client com] PTI Board Composition: IANA Managing Director

Wed Jul 1 18:49:37 UTC 2015

I am fine with that.

Chuck

From: Donna Austin [mailto:Donna.Austin at ariservices.com]
Sent: Wednesday, July 01, 2015 1:53 PM
To: Martin Boyle; Greg Shatan; Gomes, Chuck
Cc: avri at acm.org; cwg-stewardship at icann.org
Subject: RE: [CWG-Stewardship] [client com] PTI Board Composition: IANA Managing Director

Agree with Martin, let’s not reopen the Board size, and let’s leave this to ICANN and the PTI Board to resolve once they are all in place.

From: cwg-stewardship-bounces at icann.org<mailto:cwg-stewardship-bounces at icann.org> [mailto:cwg-stewardship-bounces at icann.org] On Behalf Of Martin Boyle
Sent: Wednesday, 1 July 2015 9:39 AM
To: Greg Shatan; Gomes, Chuck
Cc: avri at acm.org<mailto:avri at acm.org>; cwg-stewardship at icann.org<mailto:cwg-stewardship at icann.org>
Subject: Re: [CWG-Stewardship] [client com] PTI Board Composition: IANA Managing Director

Let’s not reopen the Board size, Greg!

For issues directly involving the CEO as a person (and currently the senior person in the IANA team is an ICANN employee), might this be something left to ICANN and the PTI Board in negotiation with the post holder?

From: Greg Shatan [mailto:gregshatanipc at gmail.com]
Sent: 01 July 2015 15:55
To: Gomes, Chuck
Cc: Martin Boyle; avri at acm.org<mailto:avri at acm.org>; cwg-stewardship at icann.org<mailto:cwg-stewardship at icann.org>
Subject: Re: [CWG-Stewardship] [client com] PTI Board Composition: IANA Managing Director

There are probably some ways to "fix" this issue, although they may raise their own issues:

1.  Increase the board to 7, with 4 (or 5) ICANN appointees (PTI President + 3-4 ICANN employees) and 3 (or 2) independent directors.  This provides a clear majority even if the PTI President recuses him/herself from a particular vote.  This could re-open a number of discussion points (mission creep based on size, composition, etc.).

2.  Establish a Compensation Committee to deal with the President's compensation, consisting of the other 2 "ICANN directors" and 1 independent director.

3.  Establish a proxy or alternate system where another ICANN (but not PTI) employee steps in to vote where the PTI President must step away.

These are just off the top of my head, so take them for what they're worth.

Greg

On Wed, Jul 1, 2015 at 9:10 AM, Gomes, Chuck <cgomes at verisign.com<mailto:cgomes at verisign.com>> wrote:
Thanks Martin.  I understand that this is common practice.  The reason this was more of a concern for me was that we are talking about a very small board; one director out of five who may frequently have conflicts is very different in my mind than one out of seven or nine or more directors.   That said, I recognize that most in the CWG still support this approach and can live with that.

Chuck

-----Original Message-----
From: Martin Boyle [mailto:Martin.Boyle at nominet.org.uk<mailto:Martin.Boyle at nominet.org.uk>]
Sent: Wednesday, July 01, 2015 4:24 AM
To: Gomes, Chuck; avri at acm.org<mailto:avri at acm.org>; cwg-stewardship at icann.org<mailto:cwg-stewardship at icann.org>
Subject: RE: [CWG-Stewardship] [client com] PTI Board Composition: IANA Managing Director

Sorry Chuck, I missed this direct question and I can't even blame travelling.

Yes, I'm sure that there are other areas where the senior post (let's call it a CEO for the moment) in PTI would need to recuse from voting, not least on issues associated with their own position.  I'm sure we can find a list of areas where this would be good practice, but my point is that it is quite usual for a CEO to be a member of the Board of their company, subsidiary or otherwise, certainly in the UK.  They should *not* be Chair (considered bad practice).

In particular, for a Board whose sole responsibility has to be on ensuring that the PTI is meeting its obligations, it would seem to me to be completely unreasonable not to have the senior person in the company executive on the Board.

Again apologies for (albeit accidentally) ignoring you.

Martin

-----Original Message-----
From: Gomes, Chuck [mailto:cgomes at verisign.com<mailto:cgomes at verisign.com>]
Sent: 15 June 2015 21:44
To: Martin Boyle; avri at acm.org<mailto:avri at acm.org>; cwg-stewardship at icann.org<mailto:cwg-stewardship at icann.org>
Subject: RE: [CWG-Stewardship] [client com] PTI Board Composition: IANA Managing Director

Martin,

Don't you think there would be other conflicts of interest besides remuneration where the PTI person would have to recuse herself/himself from voting, leaving only 4 members to vote?

Chuck

-----Original Message-----
From: cwg-stewardship-bounces at icann.org<mailto:cwg-stewardship-bounces at icann.org> [mailto:cwg-stewardship-bounces at icann.org<mailto:cwg-stewardship-bounces at icann.org>] On Behalf Of Martin Boyle
Sent: Monday, June 15, 2015 4:41 PM
To: avri at acm.org<mailto:avri at acm.org>; cwg-stewardship at icann.org<mailto:cwg-stewardship at icann.org>
Subject: Re: [CWG-Stewardship] [client com] PTI Board Composition: IANA Managing Director

I'd see the term Managing Director in this case as the CEO role in the PTI.  Ex Officio because it is the most senior person in the company and unlike other Board members, it is the post, not the person.  And as CEO/MD, sure, the person should certainly have a vote except in things to do with their remuneration and bonus.

Martin

-----Original Message-----
From: cwg-stewardship-bounces at icann.org<mailto:cwg-stewardship-bounces at icann.org> [mailto:cwg-stewardship-bounces at icann.org<mailto:cwg-stewardship-bounces at icann.org>] On Behalf Of Avri Doria
Sent: 15 June 2015 21:19
To: cwg-stewardship at icann.org<mailto:cwg-stewardship at icann.org>
Subject: Re: [CWG-Stewardship] [client com] PTI Board Composition: IANA Managing Director

Hi,

A clarification, saying ex official means saying it is because of another role held.

Do you also mean that this should be a non voting seat?
I think you do, but want to make sure.

I would note that ICANN has a voting CEO on its Board.
Does ISOC? How about the RIRs?
Just curious.

avri

On 15-Jun-15 16:07, James Gannon wrote:
>
> Greg,
>
>
>
> With regards to questions 3, 4 and 6:
>
> As a matter of good governance practice I would have serious concerns
> about an employee of PTI sitting on the board of PTI with the
> exception of the CEO ex officio.
>
> I would appreciate input from others but certainly in Ireland and
> France where I've sat on boards it's would not be considered an
> acceptable practice. And I agree I haven't seen this issue discussed
> and any advice on best practice given to date.
>
>
>
> -James
>
>
>
> *From:*cwg-client-bounces at icann.org<mailto:cwg-client-bounces at icann.org>
> [mailto:cwg-client-bounces at icann.org<mailto:cwg-client-bounces at icann.org>] *On Behalf Of *Greg Shatan
> *Sent:* Monday, June 15, 2015 8:15 PM
> *To:* cwg-stewardship at icann.org<mailto:cwg-stewardship at icann.org>; Client
> *Subject:* [client com] PTI Board Composition: IANA Managing Director
>
>
>
> All:
>
>
>
> In the course of discussing the composition of the "inside"
> (controlled) PTI Board, I believe we have stated that three seats
> would be appointed by ICANN, with two being unspecified ICANN
> employees and one being the "IANA Managing Director."  I've been asked
> to clarify who this IANA Managing Director is (since this title does
> not currently exist).  Specifically:
>
>
>
> 1. Will the IANA Managing Director be an employee of ICANN or of PTI?
>
> 2. Is this intended to be the person in the role currently held by
> Elise Gerich (currently a VP of ICANN for IANA and Technical
> Operations)?
>
> 3.  If this person is an employee of PTI and not ICANN, does that
> still qualify for purposes of making it an inside board (keeping in
> mind that ICANN does not "own" PTI, and that the only reason this
> person is controlled by ICANN is because ICANN controls PTI (which
> creates a circularity of reasoning))?
>
> 4.  Can this person be an employee of ICANN _and_ PTI (at least so
> that question 3 is resolved)?
>
>
>
> Some next level questions:
>
>
>
> 5.  Why are we calling this person a "Managing Director," which is not
> commonly used in US non-profit corporations to my experience?  (The
> typical senior board-appointed offices are President, Vice President,
> Secretary and Treasurer.  Managing Director seems to show up primarily
> in investment banks and other financial services entities.  If this
> person is intended to be at the helm of PTI, we should use the term
> President.)
>
>
>
> 6.  How will the board handle matters related to this person
> (compensation, etc.)? If she recuses herself, there will only be 4
> directors voting.
>
>
>
> I look forward to clarification and apologize if this is clear
> somewhere and I missed it.
>
>
>
> Greg
>
>
>
>
>
> _______________________________________________
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> CWG-Stewardship at icann.org<mailto:CWG-Stewardship at icann.org>
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