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

Wed Jul 1 19:48:59 UTC 2015

I don't believe any of this would require withdrawing our submission, or
even contemplating doing so.

Rather, we are straying into a discussion of implementation.

Most of these issues would be dealt with in PTI's articles of incorporation
and bylaws.  Obviously, these don't exist yet.

Before the transition can occur, PTI needs to be formed, its articles of
incorporation need to be prepared, and its bylaws need to be prepared.  We
have not had extensive discussions of who will do this, when it will
happen, what the involvement of the CWG (or a follow-on IRT) will be, etc.
 (There are many other implementation issues/details to deal with, but
these are the most germane to our discussion.)

Rather than discussing these almost by accident in a thread on PTI Board
Composition, I suggest that we reserve these points, and then insert them
in the implementation discussion at the appropriate points.  These are
details by comparison with the bigger questions of how to draft the
articles and bylaws for PTI.

I would particularly caution against making an inadvertent decision that we
are going to leave it to ICANN to draft these articles and bylaws.  Even if
that is the case, we have not discussed whether the CWG/IRT will provide
"terms of reference" for those bylaws, whether CWG/IRT and outside counsel
will review drafts of these articles and bylaws, etc.  These are
significant points and we should discuss them directly and in full, not
just in the context of one particular question.

Greg

On Wed, Jul 1, 2015 at 3:27 PM, Alan Greenberg <alan.greenberg at mcgill.ca>
wrote:

>  That would depend on how the Bylaws of PTI are written, as to whether the
> PTI Board had discretion or if the sole Member had to agree. It all amounts
> to the same thing as ICANN is ultimately in control.
>
> But WHY are we having this discussion? is someone REALLY planning to
> withdraw the submission to the ICG, re-open the proposal, revise it, and
> then resubmit to chartering bodies for approval????????????
>
> Alan
>
>
> At 01/07/2015 03:15 PM, Seun Ojedeji wrote:
>
> Just for clarity Alan, who will make the decision to alter the
> composition? which would also mean altering the bylaw. PTI board? Or ICANN
> board?
>
> For the later I would have no issue, I would however be concerned if it's
> the former.
>
> Regards
>
> sent from Google nexus 4
> kindly excuse brevity and typos.
> On 1 Jul 2015 20:09, "Alan Greenberg" <alan.greenberg at mcgill.ca > wrote:
> AMEN!
>
> Pur specification gave a range of sizes and used words like "could". We
> did not specify that the Bylaws should prohibit ever altering the
> composition of the Board should it be advisable. So it will have all the
> flexibility it needs to adjust if the initial implementation proves
> unworkable.
> Alan
>
> At 01/07/2015 12:38 PM, Martin Boyle wrote:
>
>  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 <gregshatanipc at gmail.com>] Sent: 01 July
> 2015 15:55 To: Gomes, Chuck Cc: Martin Boyle; avri at acm.org;
> 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> 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 <Martin.Boyle at nominet.org.uk>] Sent:
> Wednesday, July 01, 2015 4:24 AM To: Gomes, Chuck; avri at acm.org;
> 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
> <cgomes at verisign.com>] Sent: 15 June 2015 21:44 To: Martin Boyle;
> avri at acm.org; 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
> <cwg-stewardship-bounces at icann.org>] On Behalf Of Martin Boyle Sent:
> Monday, June 15, 2015 4:41 PM To: avri at acm.org; 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
> <cwg-stewardship-bounces at icann.org>] On Behalf Of Avri Doria Sent: 15
> June 2015 21:19 To: 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 <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; 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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