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

[Gomes, Chuck]

My concern related to the fact that we are dealing with a very small board.  Having a PTI employee on a board of 5 is very different than doing so on a larger board.

Chuck

From: cwg-stewardship-bounces at icann.org [mailto:cwg-stewardship-bounces at icann.org] On Behalf Of Seun Ojedeji
Sent: Monday, June 15, 2015 5:29 PM
To: avri
Cc: cwg-stewardship at icann.org
Subject: Re: [CWG-Stewardship] [client com] PTI Board Composition: IANA Managing Director


RIRs (sure of AFRINIC) does have a voting CEO on it's board.

Regards

sent from Google nexus 4
kindly excuse brevity and typos.
On 15 Jun 2015 21:20, "Avri Doria" <avri at acm.org<mailto:avri at acm.org>> wrote:
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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