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

[Gomes, Chuck]

James,

I find it particularly interesting that you bring this up. When we discussion the possible composition of the PTI Board several weeks ago, I think I was the only one who expressed reservations about having a PTI employee on the Board and, because everyone else seemed to be okay with that, I dropped it.

Chuck

From: cwg-stewardship-bounces at icann.org [mailto:cwg-stewardship-bounces at icann.org] On Behalf Of James Gannon
Sent: Monday, June 15, 2015 4:08 PM
To: Greg Shatan; cwg-stewardship at icann.org; Client
Subject: Re: [CWG-Stewardship] [client com] PTI Board Composition: IANA Managing Director

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] 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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