[CWG-Stewardship] [client com] CWG Comment Letter - PTI Bylaws

Thu Aug 11 12:39:42 UTC 2016

Thanks Jonathan

I agree - I don't think we have discussed this as fully as we should 
have.  Chair independence is plain and simple best practice in corporate 
governance and it would be mistake not to structure PTI in a way that 
best practice is followed.  There are ways of addressing this:

1.  Go back to the language in the version of the bylaws that are out 
for comment: "be selected from among the Nominating Committee Directors 
by a majority of the Directors then in office".  The concerns with this 
seemed to be whether either of the Nomcom directors would be qualified 
to be Chair.  This could be solved through the NomCom requiring Board 
chair skills of the candidates (or at least one) and/or through the 
Nomcom differentiating between the two roles they are filling.

2.  Stay with the current approach but structure the selection of the 
Chair in a manner that ensures the best possible "balance" by adding a 
qualifer to the majority such as "with at least one ICANN director 
(non-President) and one NomCom director voting in favor" for example.

(My personal preference is for option 1.)

I would note that this issue of independence is all the more important 
given that in the current draft ICANN Directors are not limited in the 
number of consecutive terms they can sit (which by the way should not be 
the case and I would argue the CWG should require that the Board 
consecutive term limits are identical for Nomcom and ICANN Directors (2 
x 3 years)) and as a consequence a Chair that is an ICANN Director could 
be in situ for a considerable period of time.

Matthew

On 11/08/2016 11:02, Jonathan Robinson wrote:
>
> All,
>
> At the previous meeting of the CWG, Christopher Wilkinson raised his 
> significant concern about the (CWG) proposed change in the bylaws to 
> reflect that the PTI chair need not be selected from the Nom Com 
> appointees.
>
> A chairperson of the Board (the “*Chairperson*”) shall be elected 
> annually and should be selected from among the Nominating Committee 
> Directorsby a majority of the Directors then in office.  The President 
> shall not be the Chairperson.
>
> Lise & I looked back into this point and we note that this change was 
> introduced recently to the CWG (meetings 82 & 83), reflecting a 
> concern with limiting the slate of potential chairs to only the Nom 
> Com nominated directors, when there could be better qualified 
> candidates from the ICANN nominated directors. Note further that the 
> CWG proposal does not specify this point, Sidley did not oppose it 
> and, unlike other similar points, CWG participants did not raise any 
> objection or support at either meeting 82 or 83. It seemed to go 
> un-noticed by CWG participants. Furthermore, a key point for the CWG 
> co-chairs, as proposed initial directors, is that we could be seen to 
> have a conflict of interest (motivation to limit the slate for chair 
> to ourselves), and so we need to be sensitive to this aspect of the 
> discussion.
>
> Therefore, if anyone else feels strongly about this, and assuming so, 
> particularly if they are able to rapidly suggest any pragmatic 
> alternatives which potentially balance the concerns, that may be helpful.
>
> Please be acutely aware that our comments on the PTI Bylaws are due in 
> today.
>
> Thank-you,
>
> Lise & Jonathan
>
> *From:*Jonathan Robinson [mailto:jrobinson at afilias.info]
> *Sent:* 11 August 2016 09:09
> *To:* cwg-stewardship at icann.org
> *Subject:* FW: [client com] CWG Comment Letter - PTI Bylaws
>
> All,
>
> Please be  aware of the latest version of the CWG comment letter.
>
> Please note Sharon Flannigan’s comments below including that the 
> Public Comment period closes later today.
>
> Thank-you.
>
> Jonathan
>
> *From:*Flanagan, Sharon [mailto:sflanagan at sidley.com]
> *Sent:* 10 August 2016 07:21
> *To:* 'Client Committee' <cwg-client at icann.org 
> <mailto:cwg-client at icann.org>>
> *Subject:* [client com] CWG Comment Letter - PTI Bylaws
>
> Dear Client Committee,
>
> Attached is a revised draft of the CWG comment letter on the PTI 
> bylaws.  As noted previously, we have updated the letter to address 
> the appointment of the initial independent PTI directors.  We also 
> understand that the Nominating Committee will be prepared to begin 
> nominating the two independent PTI directors in 2017 (rather than 
> waiting until 2018 or 2019). These changes are reflected in Sections 4 
> and 5 of the draft comment letter and in Sections 5.2.2 and 5.5.1 of 
> the revised bylaws.
>
> We note that strategy/budget still needs to be finalized in the letter 
> and the draft bylaws.
>
> As a reminder, the comment letter is due Thursday, August 11.
>
> Best regards,
>
> Sharon
>
> *SHARON R. FLANAGAN
>
>
> **SIDLEY AUSTIN LLP
> *+1 415 772 1271
> sflanagan at sidley.com <mailto:sflanagan at sidley.com>
>
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--------------
Matthew Shears
Global Internet Policy and Human Rights
Center for Democracy & Technology (CDT)
+ 44 771 2472987

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