I agree with you that the voice of the President of a corporation is often a voice that ought to be heard and considered by the board of directors. However, a President that is allowed to sit at, hear, and contribute to meetings of the board is not not the same as a President who can do those things *and* vote. Many, but not all, corporations do find it useful to allow a President/CEO to be a voting board member. ICANN, however, has long had an imbalance with a weak board facing a powerful executive staff. In such a situation a staff vote, i.e. the President's vote, on the board, merely increases that imbalance by weakening the chosen board and strengthening the executive staff. Were ICANN to have a stronger board - a likely result were the board picked by the public through direct elective processes - then perhaps the President could have a vote. But given the present institutional board selection process it is unwise to increase the staff/executive dominance. --karl-- On 7/27/22 11:19 AM, Seun Ojedeji wrote:
Hello Roberto,
Just as you've noted instances where the CEO may be embarrassed if an issue he voted went a different direction, there are instances that I believe the CEO will be glad he contributed his voice through voting.
The CEO's vote is just 1 out of the other votes to be cast hence if his vote made a difference then you know it's a really contentious matter. In an organisation as ICANN it's not good practice to put the face of the organisation (i.e the CEO in an observer role - non voting).
That said, most reasonable CEOs don't actively use their voting right towards a direction, they largely abstain but I think the CEO should have the opportunity to exercise his opinion through voting when he considers it necessary.
Regards
Sent from my mobile Kindly excuse brevity and typos Every word has consequences. Every silence does too!
On Wed, 27 Jul 2022, 10:42 Roberto Gaetano via At-Large, <at-large@atlarge-lists.icann.org> wrote:
Karl,
Following on your “off-topic” (I changed the subject line) I wold like to add a bit of history.
You wrote:
A lot of our BWG proposals are still quite relevant, for instance, not putting the President/CEO into a seat on the board of directors ….
When I was chairing the Board Review WG, I argued against having the CEO as a voting member rather than ex-officio observer. Besides any governance model, having to vote on issues that he would have been called to execute could put the CEO in an embarrassing position: what if he voted against, and the motion passed? This was, IMHO, not just a theoretical exercise, but something that could really happen on politically sensitive issues, like the .xxx delegation (in that case, Paul abstained, and the application was rejected by one or two votes).
My approach was considered, but the Chair argued that for the current CEO the provision was built in the contract, and could not be changed, but this would have been taken into account for the next CEO. Then I left the Board, and lost track of the later events, but it looks that the situation still remains unchanged.
Cheers, Roberto
On 26.07.2022, at 21:39, Karl Auerbach via At-Large <at-large@atlarge-lists.icann.org> wrote:
I'm going to be somewhat diverging from the main topic....
On 7/26/22 8:14 AM, Marita Moll wrote:
And so it is with ICANN. It exists -- a unique multistakeholder governance system. Lots of things wrong with it. But it exists. So, for those who want to, they can keep working at it, keep looking for improvement, keep challenging the system.
I've long been in opposition to the "stakeholder" model of governance. I was horrified when I first saw it just after Jon Postel died, and became more horrified watching Joe Sims of Jones Day ramming it down our collective throats. In the Boston Working Group proposal for "NewCo" we tried to mitigate some of the worst aspects.
See https://cavebear.com/archive/bwg/ for the Boston Working Group proposals.
A lot of our BWG proposals are still quite relevant, for instance, not putting the President/CEO into a seat on the board of directors and moving some ICANN powers into the Articles of Incorporation and requiring exercise of those powers to be approved by more than merely the board (in those days that larger body could have been "the members" but ICANN sank that ship long ago - but it can be, and ought to be, re-floated.)
My most recent piece in opposition to stakeholder based systems may be found here:
Democracy Versus Stakeholderism - https://www.cavebear.com/cavebear-blog/stakeholder_sock_puppet/
--karl--
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