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

[David Conrad]

Hi,

Sorry for the slow response.

In the case of APNIC, originally, the Director General role was not a member
of the APNIC Executive Council (the equivalent of the board of APNIC).  My
understanding was that this was changed and the APNIC DG was made an ex
officio member of the EC.

In the case of ARIN, I believe the CEO is an ex officio board member.

I don't know the situation in LACNIC or RIPE-NCC.

Regards,
-drc

From:  Seun Ojedeji <seun.ojedeji at gmail.com>
Date:  Monday, June 15, 2015 at 2:29 PM
To:  avri <avri at acm.org>
Cc:  CWG Mailing List <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 I¹ve sat on boards it¹s would not be considered an
>>> > acceptable practice. And I agree I haven¹t 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
>> 
>> 
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