This is my write-up of the discussion we just had on adjustments to the Director removal / Board Recall points.
Where the process to remove a director or the Board is triggered, there would be a public discussion in the Community Forum to discuss the matter, before the decision-maker is allowed to take a vote.
WP1 is to develop the Board Recall power's caretaker board proposals along the lines set out in Option 4 of the lawyers' slides. This is where the recalling bodies come with names to appoint to the interim Board.
3. NomCom appointments to Interim Board
There was some concern about making NomCom appointments to the interim board voluntary. I think we need to talk about this more in WP1 and with current/previous NomCom people.
4. Time limit for Interim Board
The bylaws should provide a realistic timeframe to limit the duration of the Interim Board - that is, within a defined period, SOs/ACs and NomCom would be expected to make replacements through their usual (or through expedited) processes.
5. Replacement directors fit into existing pattern of director terms
Once replacement directors are appointed to replace the short-term Interim Board, they will serve for the remaining duration of the terms of the directors they replace.
6. WS2 to develop standards for director removal / Board recall
WorkStream 2 will have as a project the development of community standards that would guide the use of the removal/recall power.
Just at the end, making sure we have protections against the risk of capture was mentioned. This needs more work.
Thomas' suggestion of "limiting the board's competence fiduciary" got lots of hands up apparently against, but I thought that might more be confusion. For discussion?
Next steps
WP1 will try to work on an update to the draft content on both of these areas in time for discussion at Tuesday's CCWG call. If we can't make that, it will be at Thursday's CCWG call.
Look forward to your thoughts.
best
Jordan
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Jordan Carter
Chief Executive
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