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

[Mwendwa Kivuva]

On Jun 15, 2015 11:39 PM, "James Gannon" <james at cyberinvasion.net> wrote:
>
> Hey Avri,
>
> My preference would be that the CEO of PTI be in a non-voting seat yes

The CEO should be allowed to  break a tie in case of a deadlock at the
board.

>
> Yes would like to see how other similar orgs handle these questions.
>
> -James
>
> -----Original Message-----
> From: cwg-stewardship-bounces at icann.org [mailto:
cwg-stewardship-bounces at icann.org] On Behalf Of Avri Doria
> Sent: Monday, June 15, 2015 9:19 PM
> 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
> >
> >
> >
> >
> >
> > _______________________________________________
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> > CWG-Stewardship at icann.org
> > https://mm.icann.org/mailman/listinfo/cwg-stewardship
>
>
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