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

Martin Boyle Martin.Boyle at nominet.org.uk
Wed Jun 17 05:31:28 UTC 2015


I'd note the Sidley advice that the top officer title is something that could be left to the company to decide.  I would concur, but I do recognise Avri's point below.  Let's try to keep the role clear in our mind and in this I would strongly support Donna's analysis.


Martin

-----Original Message-----
From: cwg-stewardship-bounces at icann.org [mailto:cwg-stewardship-bounces at icann.org] On Behalf Of Avri Doria
Sent: 16 June 2015 21:32
To: cwg-stewardship at icann.org
Subject: Re: [CWG-Stewardship] PTI Board Composition: IANA Managing Director

Hi,

I personally prefer the title 'Executive Director,' as it it is much more symbolic of the role we expect people who lead non profits to take.  The term 'President' has too much of the visionary builder of greater companies bound up in it meaning.

avri


On 16-Jun-15 16:23, Gomes, Chuck wrote:
>
> I like the sound of 'President Elise'.
>
>  
>
> Chuck
>
>  
>
> *From:*cwg-stewardship-bounces at icann.org
> [mailto:cwg-stewardship-bounces at icann.org] *On Behalf Of *Greg Shatan
> *Sent:* Tuesday, June 16, 2015 2:44 PM
> *To:* Donna Austin
> *Cc:* cwg-stewardship at icann.org; Client
> *Subject:* Re: [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 <mailto: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
>
>  
>
> Description: Description: Description: ARI Logo*D**ONNA AUSTIN* Policy 
> and Industry Affairs Manager
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>  
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>
> *From:*cwg-stewardship-bounces at icann.org
> <mailto:cwg-stewardship-bounces at icann.org>
> [mailto: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 
> <mailto: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 
> <mailto:Kivuva at transworldafrica.com>> wrote:
>
>
>     On Jun 15, 2015 10:14 PM, "Greg Shatan" <gregshatanipc at gmail.com
>     <mailto: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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