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

[Greg Shatan]

In many ways, it would be simpler if PTI did not have the
President/CEO/Managing Director person on its Board, and instead had 3
ICANN employees on the PTI Board.

What are the advantages of having this person on the PTI Board?


Greg

On Mon, Jun 15, 2015 at 5:34 PM, Gomes, Chuck <cgomes at verisign.com> wrote:

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