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

Tue Jun 16 03:18:30 UTC 2015

After some research, it appears that the use of "Managing Director" in this
role and context is distinctly British (and perhaps elsewhere in the
Commonwealth); it is distinctly not a US usage or concept.  The Board role
of such an MD also seems to dovetail with the two-tier board concept, which
is also not US practice (and not part of PTI's governance).  While this is
perfectly fine, I think we need to align our titles with US usage and job
descriptions.  PTI is required by California law to have a President.  PTI
is not required to have a CEO, and I agree that is out of scale with PTI.
Since a President is the chief day-to-day manager (while the CEO may imply
more of a strategist/cheerleader role), I think we should use President
(and not Managing Director) to describe and denote the senior-most person
at PTI.

Greg

On Mon, Jun 15, 2015 at 6:39 PM, Jonathan Robinson <jrobinson at afilias.info>
wrote:

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