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

[Martin Boyle]

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] 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] *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
>
>  
>
>
>
> _______________________________________________
> CWG-Stewardship mailing list
> CWG-Stewardship at icann.org
> https://mm.icann.org/mailman/listinfo/cwg-stewardship


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