[Ws2-staff_acct] Reviewing Delegations document - input pls / welcome

[Greg Shatan]

I have a couple of overarching problems with this document.

First, while I am not a corporate governance guru, I think it is
fundamentally incorrect to talk about this in terms of "Delegation of
Authority."  Delegation specifically applies to an entity (the delegor)
that has authority delegating that authority to another entity (the
delegee).  The authority always ultimately resides with the delegor.  In
the context of this document, this implies that all authority originally
and ultimately resides with the Board, and that the CEO is, in the end, a
mere delegee.

Second, the document seems too narrow with regard to the CEO's on
strategy.  CEOs typically have significant roles in developing strategy as
well as implementing it (this is often cited as a distinction between being
a "CEO" and being a "President").  For example, see the bullet point that
says:

CEO oversees day-to-day operations, while the Board exercises oversight
over the CEO, and is responsible for the identification of the strategic
direction that the operations will serve.

Both of these issues are consistent with an ongoing concern I have, which
is that the Board seems far more active than most corporate (including
non-profit corporate) boards in managing the organization.  If the Board
sees itself as the seat of all authority, and as retaining all authority
for strategy, that draws the line between Board and Organization in a
fairly unusual place, in my view.  It might be one that the Community
wants, since the Board can be seen as more closely aligned with the
Community, but this should not go without notice -- as a general matter and
with regard to these two specific points.

Greg


*Greg Shatan *C: 917-816-6428
S: gsshatan
Phone-to-Skype: 646-845-9428
gregshatanipc at gmail.com


On Tue, Apr 11, 2017 at 2:04 AM, Jordan Carter <jordan at internetnz.net.nz>
wrote:

> Dear all
>
> At our last call, we agreed to solicit your thoughts on the delegation
> guidelines between the ICANN Board and staff, to help with two tasks:
>
> - see if they work as part of our "Document A" work
> - see if we identify any gaps to suggest to ICANN that need filling
>
> As discussed on the call, these are part of evolutionary improvements to
> these delegations at ICANN. So they are not perfect and are being adjusted
> and changed from time to time.
>
> The guidelines are attached and are available here:
> https://www.icann.org/en/system/files/files/delegation-
> of-authority-guidelines-08nov16-en.pdf
>
> *Please share your thoughts on list.*
>
> My next task is to draft a one pager that contextualises this document and
> brings the community part in. I hope to get that to you in the next 48 hrs.
>
> many thanks
> Jordan
>
> --
> Jordan Carter
>
> Chief Executive
> *InternetNZ *
>
> +64-4-495-2118 <+64%204-495%202118> (office) | +64-21-442-649
> <+64%2021%20442%20649> (mob) | Skype: jordancarter
> jordan at InternetNZ.net.nz | www.InternetNZ.nz
>
> *A better world through a better Internet*
>
>
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>
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