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

Jonathan Robinson jrobinson at afilias.info
Mon Jun 15 22:39:15 UTC 2015


All,

In this context my understanding is that a Managing Director is the most
senior employee AND one that is also a director. Analogous to the CEO. CEO
is arguably a rather grand title for a small subsidiary.

Having the MD / CEO in this position doesn't give me a particular concern
from a corporate governance perspective. As others have pointed out, this
setup is not uncommon.

The independent directors have a role to play and that was an important
point made en route to where we got to.

However, I feel we need to remind ourselves of our own definition of the
limited function / remit of this board. PTI is an ICANN controlled
subsidiary and accordingly we need to hold icann accountable for its
adequate funding and effective performance.

Jonathan
On 15 Jun 2015 23:05, "Greg Shatan" <gregshatanipc at gmail.com> wrote:

> 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
>> >
>> >
>> >
>> >
>> >
>> > _______________________________________________
>> > CWG-Stewardship mailing list
>> > CWG-Stewardship at icann.org
>> > https://mm.icann.org/mailman/listinfo/cwg-stewardship
>>
>>
>> ---
>> This email has been checked for viruses by Avast antivirus software.
>> https://www.avast.com/antivirus
>>
>> _______________________________________________
>> CWG-Stewardship mailing list
>> CWG-Stewardship at icann.org
>> https://mm.icann.org/mailman/listinfo/cwg-stewardship
>>
>> _______________________________________________
>> CWG-Stewardship mailing list
>> CWG-Stewardship at icann.org
>> https://mm.icann.org/mailman/listinfo/cwg-stewardship
>>
>>
>
> _______________________________________________
> CWG-Stewardship mailing list
> CWG-Stewardship at icann.org
> https://mm.icann.org/mailman/listinfo/cwg-stewardship
>
>
-------------- next part --------------
An HTML attachment was scrubbed...
URL: <http://mm.icann.org/pipermail/cwg-stewardship/attachments/20150615/86ef98e4/attachment.html>


More information about the CWG-Stewardship mailing list