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

Greg Shatan gregshatanipc at gmail.com
Tue Jun 16 18:51:30 UTC 2015


I'm fine with that.  I'm primarily concerned with avoiding the
(unintentional) confusion and ambiguity that the Managing Director title
creates (unless you are in the U.K., in which case it's as clear as the
boot on your saloon).

Greg

On Tue, Jun 16, 2015 at 2:47 PM, Gregory, Holly <holly.gregory at sidley.com>
wrote:

>  Seems to me the top officer title is something that could be left to the
> company  to decide.
>
>
>
> Sent with Good (www.good.com)
>
> ------------------------------
> *From:* cwg-client-bounces at icann.org on behalf of Greg Shatan
> *Sent:* Tuesday, June 16, 2015 01:43:40 PM
> *To:* Donna Austin
> *Cc:* Mwendwa Kivuva; cwg-stewardship at icann.org; Client
> *Subject:* Re: [client com] [CWG-Stewardship] PTI Board Composition: IANA
> Managing Director
>
>   Most likely, Elise would get a "better title" and be President of PTI.
> That is the default title for the head of a corporation, profit or non (and
> sometimes even a division -- see Akram Attalah, President, Global Domains
> Division).  Elise wouldn't be the VP, IANA because she would no longer be a
> Vice President (and employee) of ICANN; instead she'd be the top dog of
> PTI.  (I continue to push against "Managing Director" because it has no
> meaning or consistent usage in any US corporate context, except in the
> banking and fund world, where it has a different meaning.)
>
>  An alternative often seen when referring to the top employee in US
> non-profits is "Executive Director."  Subject to legal advice, that might
> make everyone including me happy (though I personally find President to be
> a more desirable and impressive title).  I'm sure either President or
> Executive Director would provide continuity and comfort while also
> providing clarity as to function in a California Public Benefit Corporation.
>
>  Greg
>
> On Tue, Jun 16, 2015 at 2:28 PM, Donna Austin <
> Donna.Austin at ariservices.com> wrote:
>
>>  From a RySG perspective, we had provided comments that supported PTI,
>> but on the premise that this would allow the continuation and management of
>> the IANA Department in much the same way as we know it today. That’s one of
>> the reasons we supported an ‘insider’ board because we felt this was one
>> way to maintain some semblance of the IANA Department that we know now and
>> which provides services considered by the customers to be satisfactory..
>>
>>
>>
>> I may have a different view from Chuck on this, but I would think that
>> the inclusion of the VP, IANA (currently Elise Gerich) or as ‘IANA Managing
>> Director’ if a title change is required, would make sense in ensuring
>> continuity and also providing some level of comfort for current employees.
>>
>>
>>
>>
>>
>> Thanks,
>>
>>
>>
>> Donna
>>
>>
>>
>> [image: Description: Description: Description: ARI Logo]*D**ONNA AUSTIN*
>> Policy and Industry Affairs Manager
>>
>>
>>
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>>
>> *From:* cwg-stewardship-bounces at icann.org [mailto:
>> cwg-stewardship-bounces at icann.org] *On Behalf Of *Greg Shatan
>> *Sent:* Monday, 15 June 2015 11:32 PM
>> *To:* Mwendwa Kivuva
>> *Cc:* Client; cwg-stewardship at icann.org
>> *Subject:* Re: [CWG-Stewardship] PTI Board Composition: IANA Managing
>> Director
>>
>>
>>
>> PTI is supposed to be an entity controlled by ICANN; in essence, a
>> subsidiary. This control is achieved by ICANN appointing 3 employees of
>> ICANN or PTI. They are not supposed to be "impartial"; they are supposed to
>> carry out ICANN's wishes.
>>
>>
>>
>> If there are 5 board members, more than one board member is clearly NOT a
>> majority. 3 board members is a majority.
>>
>> On Tuesday, June 16, 2015, Mwendwa Kivuva <Kivuva at transworldafrica.com>
>> wrote:
>>
>>
>> On Jun 15, 2015 10:14 PM, "Greg Shatan" <gregshatanipc at gmail.com> wrote:
>> >
>> > 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).
>>
>> Here is where there is a problem by having more than one ICANN employee
>> as a board member at PTI. It would  certainly be difficult to maintain
>> impartiality on issues that would have conflict of interest, and as you can
>> see, more than one board member is already a majority
>>
>>
>
>
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