[Icann-future-wg] At-Large/ALAC comments on Draft Final Report of the ICANN Board Review Working Group

[Adam Peake]

On Wed, Dec 2, 2009 at 6:17 PM, Carlton Samuels
<carlton.samuels at gmail.com> wrote:
> This has my support, in general.     There are a few typos and such that I'm
> sure Adam will get to.

No, I've no time before the end of the week.  Preparing for a trip to
the US next week and still catching up after the IGF.  Can you can
Alan take a look, I think you said you'd both read over the intro and
recommendation 1 in particular.

Adam


> Carlton
>
> On Mon, Nov 30, 2009 at 10:24 AM, Sébastien Bachollet
> <sebastien.bachollet at isoc.fr> wrote:
>>
>> All,
>> Thanks Adam for your input.
>> I try to build a new version taking into account your propositions.
>> Please find it hare and attached.
>> Your comments are welcome.
>>
>> Introduction
>> The ICANN Board Review Working Group issue a Draft Final Report on the
>> 19th
>> of September 2009 open for comments.
>>
>> http://www.icann.org/en/reviews/board/board-review-wg-draft-final-report-19s
>> ep09-en.pdf
>>
>> The following document select the main issues At-Large/ALAC is willing to
>> address, propose comments and opinions to be raise as an Advisor body to
>> the
>> board concerning the Board review and linked maters.
>> They will be also provided to
>>
>> http://www.icann.org/en/public-comment/public-comment-200911.html#board-revi
>> ew-2009
>>
>> At-Large / ALAC welcomes the opportunity to comment upon the draft final
>> report of the ICANN Board Review Working Group. Our comments have been
>> divided following the recommendations of the draft final report.
>>
>> At-Large / ALAC want to express a broad support of the WG recommendations
>> contain in the Draft Final Report.
>>
>> Recommendation #1: Reduce the size of the board
>> The At-Large / ALAC fully support “the specific nature and unique
>> governance
>> model of ICANN”. A large representativeness of the board is very
>> important.
>> The role of the NomCom to provide balance and diversity is essential
>> because
>> in the other bodies selecting board members there is no possibilities to
>> have any balance.
>> For example GNSO with the 2 board directors who will come from each house
>> or
>> At-Large / ALAC with just one board member, are not able even to have any
>> balance. CcNSO council and ALAC are good examples for real geographic
>> balance but there still a lot to do for other type of balance even with
>> the
>> help of the NomCom.
>>
>> At-Large / ALAC think that right now 2 seats elected by At-Large / ALAC
>> will
>> allow some balance possibilities and to be more confidante that the voice
>> of
>> the End-Users will participate better to the Board of ICANN work.
>>
>> At-Large / ALAC agree with the WG overall conclusion that on balance no
>> change in the current liaison arrangement needs to be made. But disagrees
>> with the WG when it suggests an At Large voting director should replace
>> the
>> ALAC liaison.  ALAC recommends that when the At Large voting director is
>> selected and seated, the ALAC liaison position to the board continues at
>> least until such time as a second voting Director in put in place (as
>> recommended during the ALAC
>> review)  The roles of the liaison and voting director are different, it is
>> important that the ALAC as an advisory committee is able to present
>> opinions
>> on policy to the board that reflect the bottom-up End users/ALS/RALO
>> process. The person selected by the At Large end users as a voting
>> director
>> will serve the interests of the corporation and not act as a
>> representative
>> of the constituency that selected them.  The board will loose an important
>> input on ICANN policy if the liaison is removed at this time.
>>
>> At-Large / ALAC is currently working on a selection/election process for
>> the
>> voting director.
>>
>> Recommendation #2: Move to fewer but longer board meetings
>> At-Large / ALAC agrees with the WG comment. However, we are concerned that
>> the WG is suggesting the board take on more work and this is not
>> consistent
>> with what we believe should be the overall intent of the review to reduce
>> Director's workload and time spent on ICANN matters.  Whatever changes are
>> made, we insist that the board continue to operate in the most transparent
>> and open manner possible.
>> Particularly we recommend that all staff inputs to the board --policy
>> briefing documents, note for board meetings, etc-- be made publicly
>> available.
>>
>> Recommendation #3: Consolidate the board committees
>> At-Large / ALAC agrees with the WG, no further comment.
>>
>> Recommendation #4: Broaden the skills of the board
>> At-Large / ALAC broadly agrees with the WG's comments.
>> However At-Large / ALAC request that the community to work on giving
>> weight
>> (or a ranking) to the following items to allow a better mix within the
>> Board
>> (and the other bodies) of ICANN:
>> •       skill,
>> •       experience,
>> •       independence,
>> •       geographic,
>> •       cultural,
>> •       stakeholder diversity,
>> •       gender,
>> •       language,
>> •       ability,
>> •       competency…
>> To start the debate At-Large / ALAC believes it is very importance that
>> ICANN seeks to achieve gender balance membership of the board and in all
>> decision-making bodies. The working group's final report should make a
>> recommendation to this effect.
>>
>> At-Large / ALAC wishes to note the importance of the NomCom as an
>> independent committee and that it must remain so.  We would like the WG to
>> be more direct in rejecting the proposal in 4.c.  At-Large / ALAC believes
>> that it is important for the NomCom to meet with all the bodies it selects
>> people for, and also with other ICANN committees and constituencies.
>> This is to ensure the NomCom is fully informed of the ICANN community's
>> opinions and needs regarding the NomCom's work, and that the community is
>> encouraged to support the NomCom in identifying likely candidates.
>>
>> Regarding recommendation 4(d) At-Large / ALAC is already giving inputs to
>> the NomCom by informal exchanges between the two Chairs.
>>
>> We would like to amend the recommendation 4(g) by
>> (g) Occasionally invite prominent company [and not-for-profit
>> organizations]
>> directors to meet the board [over dinner] to talk about 'the role of the
>> director'.
>>
>>
>> Recommendation #5: Make board membership more sustainable
>> At-Large / ALAC disagrees with the WG regarding extending the term of
>> board
>> members to 4 years. We have seen no evidence that a longer term is
>> required,
>> board members have been able to get up to speed and contribute fully
>> within
>> their first year of service.  A longer term may cause problems with board
>> members who are not performing to the fullest of their abilities, but do
>> not
>> meet the threshold for removal.  A longer term may make it more difficult
>> to
>> recruit candidates to what is known to be a very demanding and time
>> consuming position.
>>
>> Regarding removal and replacement of Directors, At-Large / ALAC notes that
>> other bodies that the NomCom selects people for have already put in place
>> processes for removal, under certain circumstances, of NomCom appointees
>> in
>> their own bylaws and procedures.  We suggest that these processes should
>> be
>> consistent across all the bodies the NomCom selects for and the General
>> Counsel should include this task in his work recommended by the WG.
>>
>> Once disbanded, the NomCom has no institutional memory and only retains
>> information about candidates for one year. As such the NomCom may not be
>> in
>> a position to help with a replacement process for any vacancy occurring
>> after a person's first year of service.  The board, in consultation with
>> the
>> ICANN community may be the only body able to select a replacement (note,
>> the
>> Board's selection of GNSO Council member for the Non-commercial
>> Stakeholders
>> Group.)
>>
>> At-Large / ALAC broadly supports providing compensation for board members
>> and for the reimbursement of expenses incurred in their work for ICANN.
>> The General Counsel's study on compensation should include an examination
>> of
>> possible methods (for example, from an annual fee to a series of seating
>> allowances that might better reflect the work done by individual members,
>> etc) and the appropriate level of compensation, taking into consideration
>> compensation made to corporate and non-profit boards, national and
>> international organizations around the world.
>>
>>
>> Recommendation #6: Build 'high performance' culture at the board level
>> At-Large / ALAC has begun a process of creating performance indicators for
>> ALAC members.  We agree with the WG's comments.
>>
>>
>> Recommendation #7: Strengthen the 'strategic' focus of the board
>> At-Large / ALAC supports the WG's comments, with some observations.
>> Regarding comments on 7.a, whatever changes are implemented, the full
>> transparency, openness and accountability of the board must be ensured.
>> 7.b, we agree to the importance of the strategic and operational planning
>> processes, however we believe the board should focus on the goals of these
>> processes, it should lead them and make sure they are successfully met.
>>  We
>> are concerned that any goals independent of the strategic and operational
>> planning processes might be a distraction and detract from their
>> successful
>> implementation.
>> Regarding 7.c, it would be helpful to accurately understand how much time
>> board members spend on ICANN matters.  Many estimates have been made, and
>> accurate knowledge would help matters ranging from recruitment to
>> compensation.  Such data may also identify areas that can be improved.
>>
>>
>> Recommendation #8: Clarify the board’s accountabilities.
>> Initiate a program of discussions that explore the following propositions
>> At-Large / ALAC agrees with the WG's comments.
>>
>> Sébastien Bachollet
>> Président d'honneur - Isoc France
>> sebastien.bachollet at isoc.fr
>> www.egeni.org
>> www.isoc.fr
>>
>>
>>
>> > -----Message d'origine-----
>> > De : icann-future-wg-bounces at atlarge-lists.icann.org [mailto:icann-
>> > future-wg-bounces at atlarge-lists.icann.org] De la part de Adam Peake
>> > Envoyé : samedi 28 novembre 2009 16:05
>> > À : icann-future-wg at atlarge-lists.icann.org
>> > Objet : Re: [Icann-future-wg] call -- sorry
>> >
>> > Sebastien, all, as promised, some comments on the ALAC statement on
>> > the board review.  Please note recommendation 5, do you agree with
>> > me, 4 years is a bad idea?
>> >
>> > Sebastien, about recommendation 1 and your comments.  I hope Alan,
>> > Carlton and others can help with redrafting.  But three comments:
>> >
>> > 1. ALAC agrees with the WG overall conclusion that on balance no
>> > change in the current liaison arrangement needs to be made. But
>> > disagrees with the WG when it suggests an At Large voting director
>> > should replace the  ALAC liaison.  ALAC recommends that when the At
>> > Large voting director is selected and seated, the ALAC liaison
>> > position to the board continues at least until such time as a second
>> > voting Director in put in place (as recommended during the ALAC
>> > review.)  The roles of the liaison and voting director are different,
>> > it is important that the ALAC as an advisory committee is able to
>> > present opinions on policy to the board that reflect the bottom-up
>> > RALO process. The person selected by the At Large end users as a
>> > voting director will serve the interests of the corporation and not
>> > act as a representative of the constituency that selected them.  The
>> > board will loose an important input on ICANN policy if the liaison is
>> > removed.
>> >
>> > 2. The ALAC is currently working on a selection process for the
>> > voting director.
>> >
>> > 3. The ALAC believes it is very importance that ICANN seeks to
>> > achieve gender balance membership of the board and in all
>> > decision-making bodies. The working group's final report should make
>> > a recommendation to this effect.
>> >
>> > Other recommendations.
>> >
>> > Recommendation 2.  ALAC agrees with the WG comment. However, we are
>> > concerned that the WG is suggesting the board take on more work and
>> > this is not consistent with what we believe should be the overall
>> > intent of the review to reduce Director's workload and time spent on
>> > ICANN matters.  Whatever changes are made, we insist that the board
>> > continue to operate in the most transparent and open manner possible.
>> > Particularly we recommend that all staff inputs to the board --policy
>> > briefing documents, note for board meetings, etc-- be made publicly
>> > available.
>> >
>> > Recommendation 3.  Agree with the WG, no further comment.
>> >
>> > Recommendation 4. Note that the ALAC broadly agrees with the WG's
>> > comments and then go to Sebastien's comment.  About the draft
>> > response to 4.g, I think remove the word "dinner", just meet with.
>> > About 4.c, (I think Sebastien's note calls it 4.d)  4.c, The ALAC
>> > wishes to note the importance of the NomCom as an independent
>> > committee and that it must remain so.  We would like the WG to be
>> > more direct in rejecting the proposal in 4.c.  ALAC believes that it
>> > is important for the NomCom to meet with all the bodies it selects
>> > people for, and also with other ALAC committees and constituencies.
>> > This is to ensure the NomCom is fully informed of the ICANN
>> > community's opinions and needs regarding the NomCom's work, and that
>> > the community is encouraged to support the NomCom in identifying
>> > likely candidates.
>> >
>> > Recommendation 5.
>> >
>> > ALAC disagrees with the WG regarding extending the term of board
>> > members to 4 years. We have seen no evidence that a longer term is
>> > required, board members have been able to get up to speed and
>> > contribute fully within their first year of service.  A longer term
>> > may cause problems with board members who are not performing to the
>> > fullest of their abilities, but do not meet the threshold for
>> > removal.  A longer term may make it more difficult to recruit
>> > candidates to what is known to be a very demanding and time consuming
>> > position.
>> >
>> > ALAC is pleased to note that the WG refers to "At Large appointees",
>> > plural, to the board.  Please see our comments about retaining the
>> > liaison, above. [**THIS might be a bit flippant, Adam**]
>> >
>> > Regarding removal and replacement of Directors, ALAC notes that other
>> > bodies that the NomCom selects people for have already put in place
>> > processes for removal, under certain circumstances, of NomCom
>> > appointees in their own bylaws and procedures.  We suggest that these
>> > processes should be consistent across all the bodies the NomCom
>> > selects for and the General Counsel should include this task in his
>> > work recommended by the WG.
>> >
>> > Once disbanded, the NomCom has no institutional memory and only
>> > retains information about candidates for one year. As such the NomCom
>> > may not be in a position to help with a replacement process for any
>> > vacancy occurring after a person's first year of service.  The board,
>> > in consultation with the ICANN community may be the only body able to
>> > select a replacement (note, the Board's selection of GNSO Council
>> > member for the Non-commercial Stakeholders Group.)
>> >
>> > ALAC broadly supports providing compensation for board members and
>> > for the reimbursement of expenses incurred in their work for ICANN.
>> > The General Counsel's study on compensation should include an
>> > examination of possible methods (for example, from an annual fee to a
>> > series of seating allowances that might better reflect the work done
>> > by individual members, etc) and the appropriate level of
>> > compensation, taking into compensation made to corporate and
>> > non-profit boards, national and international organizations around
>> > the world.
>> >
>> > Recommendation 6.
>> >
>> > The ALAC has begun a process of creating performance indicators for
>> > ALAC members.  We agree with the WG's comments.
>> >
>> >
>> > Recommendation 7.
>> >
>> > ALAC supports the WG's comments, with some observations. Regarding
>> > comments on 7.a, whatever changes are implemented, the full
>> > transparency, openness and accountability of the board must be
>> > ensured.  7.b, we agree to the importance of the strategic and
>> > operational planning processes, however we believe the board should
>> > focus on the goals of these processes, it should lead them and make
>> > sure they are successfully met.  We are concerned that any goals
>> > independent of the strategic and operational planning processes might
>> > be a distraction and detract from their successful implementation.
>> > Regarding 7.c, it would be helpful to accurately understand how much
>> > time board members spend on ICANN matters.  Many estimates have been
>> > made, and accurate knowledge would help matters ranging from
>> > recruitment to compensation.  Such data may also identify areas that
>> > can be improved.
>> >
>> > Recommendation 8.
>> >
>> > ALAC agrees with the WG's comments.
>> >
>> > Thank you, etc...
>> >
>> > _______________________________________________
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>> > ICANN-Future-WG at atlarge-lists.icann.org
>> > http://atlarge-lists.icann.org/mailman/listinfo/icann-future-
>> > wg_atlarge-lists.icann.org
>
>