Dear CCWG Members and Participants, We provided to Jones Day and ICANN Legal this evening a draft comparison of the current IRP, the IRP as proposed in CCWG’s second proposal and the IRP and MEM proposal from the Board with a request that they review and let us know of any corrections regarding out description of the Board proposal, as set forth below. We hope to receive and review their comments in the next day and circulate the comparison to you all later Tuesday or early Wednesday. Kind regards, Holly and Rosemary HOLLY GREGORY Partner and Co-Chair Global Corporate Governance & Executive Compensation Practice Sidley Austin LLP +1 212 839 5853 holly.gregory@sidley.com<mailto:holly.gregory@sidley.com> From: Gregory, Holly Sent: Monday, October 05, 2015 10:21 PM To: 'Kate Wallace' Cc: jlevee@jonesday.com; Lizanne Thomas; Kevin B Espinola; John Jeffrey; samantha.eisner@icann.org; mathieu.weill@afnic.fr; thomas@rickert.net; leonfelipe@sanchez.mx; Rosemary E. Fei; Sidley ICANN CCWG; ICANN@adlercolvin.com Subject: Continued Counsel Dialogue & IRP/MEM Comparison Dear Kate, Please let us know when you would like to schedule our next call to continue our dialogue. We are eager to find ways to close the gaps between the views of the legal teams as we expressed in our note to you on Friday. Also, we are attaching for your review and comment a draft comparison of the independent review mechanisms that have been proposed, including both the IRP in its various iterations and the MEM. This comparison is not intended in any way to advocate for a position but rather to convey what the key differences are in the different approaches. We appreciate any corrections you may have as to the Board proposal and we apologize if we have not captured it accurately in any respect. Please note that we would like to provide this to the CCWG by late tomorrow or early Wednesday. We recognize that this is a short time frame, but as you know we are under some time pressures. If this poses difficulties please let us know. We have copied the Co-Chairs on this draft but do not intend to circulate it more broadly until you have had an opportunity to review and comment. Kind regards, Holly and Rosemary HOLLY GREGORY Partner and Co-Chair Global Corporate Governance & Executive Compensation Practice Sidley Austin LLP +1 212 839 5853 holly.gregory@sidley.com<mailto:holly.gregory@sidley.com> From: Kate Wallace [mailto:kwallace@JonesDay.com] Sent: Thursday, October 01, 2015 11:49 PM To: Gregory, Holly; Rosemary E. Fei Cc: Lizanne Thomas; jlevee@jonesday.com<mailto:jlevee@jonesday.com>; Kevin B Espinola; John Jeffrey; samantha.eisner@icann.org<mailto:samantha.eisner@icann.org> Subject: Continued Counsel Dialogue Dear Holly and Rosemary, In an effort to continue our dialogue, please see the attached document responding to some of the issues raised in the slides you distributed on 29 September 2015. Thanks, Kate Kate Wallace Partner JONES DAY® - One Firm Worldwide℠<https://urldefense.proofpoint.com/v2/url?u=http-3A__www.jonesday.com_&d=CQMG...> 555 S. Flower Street, 50th Floor Los Angeles, California 90071 Office +1.213.243.2536 kwallace@jonesday.com<mailto:kwallace@jonesday.com> ========== This e-mail (including any attachments) may contain information that is private, confidential, or protected by attorney-client or other privilege. If you received this e-mail in error, please delete it from your system without copying it and notify sender by reply e-mail, so that our records can be corrected. ========== **************************************************************************************************** This e-mail is sent by a law firm and may contain information that is privileged or confidential. If you are not the intended recipient, please delete the e-mail and any attachments and notify us immediately. ****************************************************************************************************