Fwd: Re: [CCWG-ACCT] Transparency recap (Was: Contribution on Transparency Reforms for CCWG)
After opposing greater accountability of ICANN through a membership based model, ALAC leadership seems also eager to *not* support increased transparency.... (Now, please dont cite technical reasons, people normally employ 'technical reasons' and 'facts' in pursuance of what they want accomplished and not against it) And ALAC is supposed to be the representative of the 'outsiders'.....A really strange world, i'd say! parminder -------- Forwarded Message -------- Subject: Re: [CCWG-ACCT] Transparency recap (Was: Contribution on Transparency Reforms for CCWG) Date: Fri, 30 Oct 2015 14:17:44 +0000 From: Alan Greenberg <alan.greenberg@mcgill.ca> To: Chris Disspain <ceo@auda.org.au>, Schaefer, Brett <Brett.Schaefer@heritage.org> CC: accountability-cross-community@icann.org <accountability-cross-community@icann.org> Transparency is needed, but the CCWG identified this as a WS2 issue. Yes, when we were talking about membership, some of this automatically would be provided, but it was not de facto a WS1 issue. To add it now is mission creap. -- Sent from my mobile. Please excuse brevity and typos. On October 30, 2015 11:34:29 AM GMT+00:00, Chris Disspain <ceo@auda.org.au> wrote: I disagree. I do not believe there is yet consensus. I am not in favour of any ârightsâ other than the enforcement rights already agreed being given to the designator. I have no issue with the right of inspection being given to the SOs and ACs pursuant to an agreed level of consensus. Cheers, Chris Disspain| Chief Executive Officer .au Domain Administration Ltd T: +61 3 8341 4111 | F: +61 3 8341 4112 E: ceo@auda.org.au <mailto:ceo@auda.org.au> | W:www.auda.org.au <http://www.auda.org.au/> auDA â Australiaâs Domain Name Administrator *Important Notice****- *This email may contain information which is confidential and/or subject to legal privilege, and is intended for the use of the named addressee only. If you are not the intended recipient, you must not use, disclose or copy any part of this email. If you have received this email by mistake, please notify the sender and delete this message immediately. Please consider the environment before printing this email.
On 30 Oct 2015, at 22:25 , Schaefer, Brett <Brett.Schaefer@heritage.org <mailto:Brett.Schaefer@heritage.org>> wrote:
Matthieu,
I may be wrong, but based on the comments on the list and in Dublin that there is broad agreement, I would even say consensus, that the right to inspect needs to be granted to the designator.
The discussion recently has focused on how much of the other transparency provisions to bring forward to WS1. I and others think a substantial amount, others disagree. If a compromise or centrist position is being sought, I suggest it that it focus on these items of dispute.
Thanks,
Brett
________________________________ Brett Schaefer Jay Kingham Senior Research Fellow in International Regulatory Affairs Margaret Thatcher Center for Freedom Davis Institute for National Security and Foreign Policy The Heritage Foundation 214 Massachusetts Avenue, NE Washington, DC 20002 202-608-6097 heritage.org <http://heritage.org><http://heritage.org/>
On Oct 30, 2015, at 5:24 AM, Edward Morris <egmorris1@toast.net <mailto:egmorris1@toast.net><mailto:egmorris1@toast.net>> wrote:
Mathieu,
Thank you very much for this post. I want to succinctly thank the Chairs for their exemplary leadership on this issue, express my support for their rational, considered, centered and measur ed approach to transparency and inspection issues, and express my full support for the approach indicated, with work beyond the transposing of certain provisions from the old reference model into into the new reference model to be tackled in work stream 2. It is an approach between the two extremes recently debated on list and as a centrist in most things in life find it a reasonable way forward that should provide us with the best opportunity to get this done right. Thanks again.
Best,
Ed Morris
Sent from my iPhone
On Oct 30, 2015, at 8:15 AM, Mathieu Weill <mathieu.weill@afnic.fr <mailto:mathieu.weill@afnic.fr><mailto:mathieu.weill@afnic.fr>> wrote:
Dear Colleagues,
First of all many thanks to all of you wh o have been working hard on this issue. We are well aware of your efforts to find an approach that would be acceptable to all on this question.
Regarding transparency discussions, I would like to remind everyone of the content and conclusions of our discussions on Transparency in the Sole Designator model while we were in Dublin.
- Our lawyers have confirmed that the same level of transparency could be achieved in the Sole Designator model as with the Sole Member, by adding a specific provision to the Bylaws enabling the Sole Designator to inspect Icanâs accounting books and records.
- In response to a concern raised by Sam Eisner about public disclosure of such documents, we discussed how we could use the same type of provision that we had agreed on for the AoC reviews as a safeguard (see below the relevant extract from the AoC section, provided by Steve del Bianco)
- There was a debate about whether or not extra provisions for transparency were needed in Work stream 1, considering that we have agreement that the topic is on the WS2 agenda. There was no formal conclusion.
Thomas did conclude by saying âSo thatâs one action item for our group to set up a subteam to define the exact language and extent to which a transparency is required.â
In terms of way forward, given the input we have received, I believe the question is whether transparency provisions, beyond the records inspection rights, fit with our agreed definition of Work stream 1, and whether the level of consensus on the extra provisions at this stage is sufficient.
I would note that, with the groupâs input, our WS2 initiative would already be well advanced. It might be possible to launch it very soon after we have submitted our WS1 recommendations if that is the path we take.
Best, Mathieu
For your reference : Full transcript --> https://community.icann.org/download/attachments/56143884/Transcript%20CCWG%... Slide-deck --> https://community.icann.org/download/attachments/56143884/CCWG-Accountabilit...
page 75 of AoC reviews as part of WS1. Confidential Disclosure to Review Teams: To facilitate transparency and openness regarding ICANN's deliberations and operations, the Review Teams, or a subset thereof, shall have access to ICANN internal information and documents. If ICANN refuses to reveal documents or information requested by the Review Team, ICANN must provide a justification to the Review Team. If the Review Team is not satisfied with ICANNâs justification, it can appeal to the Ombudsman and/or the ICANN Board for a ruling on the disclosure request.
For documents and information that ICANN does disclose to the Review Team, ICANN may designate certain documents and information as not for disclosur e by the Review Team, either in its report or otherwise. If the Review Team is not satisfied with ICANNâs designation of non-disclosable documents or information, it can appeal to the Ombudsman and/or the ICANN Board for a ruling on the non-disclosure designation.
A confidential disclosure framework shall be published by ICANN. The confidential disclosure framework shall describe the process by which documents and information are classified, including a description of the levels of classification that documents or information may be subject to, and the classes of persons who may access such documents and information.
The confidential disclosure framework shall describe the process by which a Review Team may request access to documents and information that are designated as classified or restricted access.
The confidential disclosure framework shall also describe the provisions of any non-discl osure agreement that members of a Review Team may be asked to sign.
The confidential disclosure framework must provide a mechanism to escalate and/or appeal the refusal to release documents and information to duly recognized Review Teams.
De : accountability-cross-community-bounces@icann.org <mailto:accountability-cross-community-bounces@icann.org><mailto:accountability-cross-community-bounces@icann.org> [mailto:accountability-cross-community-bounces@icann.org] De la part de Kieren McCarthy Envoyé : jeudi 29 octobre 2015 15:58 à : Padmini Cc : accountability-cross-community@icann.org <mailto:accountability-cross-community@icann.org><mailto:accountability-cross-community@icann.org> Objet : Re: [CCWG-ACCT] Contribution on Transparency Reforms for CCWG
I have to agree with Padmini on this one re: DIDP and being "able to refer the requestor to documents already publicly available".
The information provided is often tangential to what has actually been asked for. In quite a few cases it is so far removed from the query that it is almost obnoxious.
I don't know why Board members have such a blind spot about how the staff behaves to those outside the corporation.
And I'm still waiting to hear a Board member - any Board member - announce that they have decided to look into the staff's bylaw-breaking behavior in the .africa application.
If I was on the Board and I heard that th e entire process was being jeopardized by staff wrongly interfering in the process (and then lying about doing so), I'd make sure the community knew I was doing my job and insist on some kind of internal review of what happened and what could be done to make sure it didn't happen again.
But instead we get silence and fantasy responses like these ones from Bruce about how the DIDP works and the effectiveness of ICANN's financial reporting systems.
Kieren
On Thu, Oct 29, 2015 at 5:41 AM, Padmini <pdmnbaruah@gmail.com <mailto:pdmnbaruah@gmail.com><mailto:pdmnbaruah@gmail.com>> wrote: Dear Bruce, As someone who has spent some time combing through the different responses that ICANN files to the various DIDP requests, my findings are slightly different, and have been posted earlier. While ICANN does link one to an innumerable array of documents that are publicly available, many times, there is little or no connection between the information one seeks and the publicly available documents that are provided. For instance, I have asked a few questions on registrar/registry audits, specifically seeking individual contracted party audit reports in cases where there have been breaches or discrepancies. However, the response contains a large number of links explaining ICANN's three-year-audit process in great detail, and at the end has a rejection of my actual request on the basis of certain of their extremely vast and broad grounds for non-disclosure. I like to refer to this as ICANN's tendency towards documentary obfuscation where they aren't actually giving you the information that you need, but are drowning you in documents anyway. That 66 is a figure that we might need to scrutinise closer in terms of how effective those disclosures actually have been. Warm Regards Padmini Programme Associate, Internet Governance Centre for Internet and Society, Bangalore, India
Padmini Baruah V Year, B.A.LL.B. (Hons.) NLSIU, Bangalore
On Thu, Oct 29, 2015 at 12:16 PM, Bruce Tonkin <Bruce.Tonkin@melbourneit.com.au <mailto:Bruce.Tonkin@melbourneit.com.au><mailto:Bruce.Tonkin@melbourneit.com.au>> wrote: Hello Greg,
6333. The accounting books and records and minutes of proceedings
of the members and the board and committees of the board shall be open to inspection upon the written dem and on the corporation of any member at any reasonable time, for a purpose reasonably related to such person's interests as a member.
The minutes are basically published today. The only minutes apparently that are not posted are compensation committee minutes â but even then we could at least note the items discussed without necessarily disclosing some personal information.
With regard to financialsâ we are already moving towards the same standards as publicly listed companies in the USA. We now provide quarterly financial reporting, and a quarterly call where the community can question the CEO and the CFO on the income and expenditure. It would not be normal to provide people with access to the raw accounting system (in this case Great Plains) â which would include information on payments to all staff etc.
We do use an ex ternal auditor to validate our financials and processes once per year.
If there is a community concern about a particular financial matter (e.g concern about whether procurement policies were being followed) â then I think it would be more appropriate if the single legal entity that represents the community powers has the right to appoint an external auditor to validate any particular process or numbers and report back to the community. Audit firms have the appropriate skills to analyse financial accounting records and also have appropriate procedures in place for confidentiality.
I think we should be focussing on improving the processes we already have. I advocated moving to quarterly financial reporting, and I have certainly been a strong advocate of making things as public as possible, and welcome suggestions for improving our processes.
Regards , Bruce Tonkin
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As the one and only person who has ever really exercised a legal power to inspect and copy ICANN's books and properties I find this discussion discomforting. There is no doubt that ICANN has lacked both transparency and accountability in the past. ICANN was so obstinate and wrongheaded that I had to go to court to obtain a writ of mandate in order to exercise a right that is unambiguously given to sitting board members (such as I was) to inspect and copy the corporate records and properties. ICANN, of course, lost that legal action and a writ was issued that ordered them to open their general ledgers and other materials to me (to which they promptly complied.) And I don't think it is a reach to conclude that that situation has not changed much, that ICANN currently lacks adequate transparency and accountability. Some are suggesting that some sort of right of access be written into ICANN's bylaws. I find that to be a very weak, and ultimately not very useful thing. The reason I say this is that a right of limited access written into a corporate by-law is far weaker than a broad right of total access that is written into the laws of corporations of many (if not all) jurisdictions. And unless one has the hammer of broad statutory access the corporation can be very evasive and dilatory. Broad access is necessary; one can not have a limited inspection - For example when I looked at ICANN's general ledgers I found items that needed to be backed up by supporting documentation. Had I not had the power to require the production of that material I had no basis to give credence to the ledger entries or to understand whether they were being properly made. Similarly, when I finally was able to exercise my statutory rights I discovered that ICANN's relationship with its employees and contractors was flawed by the absence of materials and procedures that are routinely practiced elsewhere. It would be very hard to write that kind of access into a narrowly constricted right of access by some "member"; that kind of transparency and accountability requires the kind of broad, unconstrained, access that is routinely granted to (and oft not well practiced by) members of boards of directors. Any attempt to make ICANN more accountable ought to build on the hundreds of years of experience in the operation and control of the kind of organizations we put under the general name of "corporations". That experience tells us that the primary vehicle of accountability and transparency is a good board of directors who take their responsibilities seriously and make truly independent and informed - especially informed - decisions to act or not to act. ICANN does not have such a board and seems, via its nominative process, to be expressly and systemically designed to avoid having such a board. In addition, experience tells us that such a board must feel the pressure of those to whom the corporation is intended to benefit. In commercial corporations that is the stockholders. In public benefit corporations, such as ICANN, that is the public. "Feeling the pressure" means much more than that the corporation and board merely listening to comments. "Feeling the pressure" means something stronger - such things as are enumerated in the California laws that describe membership rights, as ICANN conveniently enumerated back in 1999: https://archive.icann.org/en/meetings/santiago/membership-analysis.htm Much has been said about membership. Under the laws of California that govern ICANN a public-benefit non-profit corporation a body of members is required if there is an election for board of directors. (And there is no doubt that ICANN had such an election in year 2000 even though they tried to avoid that fact by calling it a "selection".) A non-membership public-benefit corporation is usually used for things like theatre companies our other endeavors that are largely the extension of a single, often artistic, mind, such as an artistic director. But when the corporation is really an aggregation of minds, opinions, and beneficiaries - as ICANN is to a very high degree - a non-membership structure is simply not appropriate. But membership is a word that envisions more than one member. My own sense is that an attempt to structure an ICANN membership with exactly one member would fail. Judges are not stupid, they understand pretense and are both willing to, and empowered to, perceive actual substance over purported form. Even worse, they might construe ICANN as a mere alter ego of that "member" and decide that ICANN's corporate form is not real. I wear multiple hats - on one hand I am a techie working with internet protocols. On the other hand, I am a California lawyer; I sit on corporate boards; I create, own, and sell corporations. The rules and structures of corporations, if honored in both form and spirit, can result in open, transparent, and accountable public-benefit corporations. Corporate forms - the rules and structures that the law dictates - are not ivory tower fantasies. Rather they are the result of centuries of practical experience in which people with contesting and competing interests have come together to try to combine their efforts towards some goal. The machinery of corporations was not created in some ivory tower, it was created in the very real world. But when those rules and structures are not honored or the corporation thinks that it can create a system that somehow is better than what has been honed into the law through centuries of practical experience, then the result is most likely to be an amateur construct, flawed, weak, and probably less accountable and transparent than hoped. My point here is that there is a lot of wishful thinking going on about ICANN and accountability and a lot of hand waiving about what the law is or is not. And rather than trying to impose real transparency and accountability upon ICANN by wishful inventions we ought to use the well tried methods that are available through well established legal forms of corporate structure and operation. And in this case, that method would be a board that is wholly chosen by and seated by, a membership composed the broad community of internet users with all of the kinds of powers that are typically granted to members. --karl-- On 10/30/15 7:48 AM, parminder wrote:
After opposing greater accountability of ICANN through a membership based model, ALAC leadership seems also eager to *not* support increased transparency.... (Now, please dont cite technical reasons, people normally employ 'technical reasons' and 'facts' in pursuance of what they want accomplished and not against it)
And ALAC is supposed to be the representative of the 'outsiders'.....A really strange world, i'd say!
parminder
-------- Forwarded Message -------- Subject: Re: [CCWG-ACCT] Transparency recap (Was: Contribution on Transparency Reforms for CCWG) Date: Fri, 30 Oct 2015 14:17:44 +0000 From: Alan Greenberg <alan.greenberg@mcgill.ca> To: Chris Disspain <ceo@auda.org.au>, Schaefer, Brett <Brett.Schaefer@heritage.org> CC: accountability-cross-community@icann.org <accountability-cross-community@icann.org>
Transparency is needed, but the CCWG identified this as a WS2 issue. Yes, when we were talking about membership, some of this automatically would be provided, but it was not de facto a WS1 issue. To add it now is mission creap. -- Sent from my mobile. Please excuse brevity and typos.
On October 30, 2015 11:34:29 AM GMT+00:00, Chris Disspain <ceo@auda.org.au> wrote:
I disagree. I do not believe there is yet consensus.
I am not in favour of any ârightsâ other than the enforcement rights already agreed being given to the designator. I have no issue with the right of inspection being given to the SOs and ACs pursuant to an agreed level of consensus.
Cheers,
Chris Disspain|Chief Executive Officer
.au Domain Administration Ltd
T: +61 3 8341 4111|F: +61 3 8341 4112
E:ceo@auda.org.au <mailto:ceo@auda.org.au> |W:www.auda.org.au <http://www.auda.org.au/>
auDA â Australiaâs Domain Name Administrator
*Important Notice****- *This email may contain information which is confidential and/or subject to legal privilege, and is intended for the use of the named addressee only. If you are not the intended recipient, you must not use, disclose or copy any part of this email. If you have received this email by mistake, please notify the sender and delete this message immediately. Please consider the environment before printing this email.
On 30 Oct 2015, at 22:25 , Schaefer, Brett <Brett.Schaefer@heritage.org <mailto:Brett.Schaefer@heritage.org>> wrote:
Matthieu,
I may be wrong, but based on the comments on the list and in Dublin that there is broad agreement, I would even say consensus, that the right to inspect needs to be granted to the designator.
The discussion recently has focused on how much of the other transparency provisions to bring forward to WS1. I and others think a substantial amount, others disagree. If a compromise or centrist position is being sought, I suggest it that it focus on these items of dispute.
Thanks,
Brett
________________________________ Brett Schaefer Jay Kingham Senior Research Fellow in International Regulatory Affairs Margaret Thatcher Center for Freedom Davis Institute for National Security and Foreign Policy The Heritage Foundation 214 Massachusetts Avenue, NE Washington, DC 20002 202-608-6097 heritage.org <http://heritage.org><http://heritage.org/>
On Oct 30, 2015, at 5:24 AM, Edward Morris <egmorris1@toast.net <mailto:egmorris1@toast.net><mailto:egmorris1@toast.net>> wrote:
Mathieu,
Thank you very much for this post. I want to succinctly thank the Chairs for their exemplary leadership on this issue, express my support for their rational, considered, centered and measur ed approach to transparency and inspection issues, and express my full support for the approach indicated, with work beyond the transposing of certain provisions from the old reference model into into the new reference model to be tackled in work stream 2. It is an approach between the two extremes recently debated on list and as a centrist in most things in life find it a reasonable way forward that should provide us with the best opportunity to get this done right. Thanks again.
Best,
Ed Morris
Sent from my iPhone
On Oct 30, 2015, at 8:15 AM, Mathieu Weill <mathieu.weill@afnic.fr <mailto:mathieu.weill@afnic.fr><mailto:mathieu.weill@afnic.fr>> wrote:
Dear Colleagues,
First of all many thanks to all of you wh o have been working hard on this issue. We are well aware of your efforts to find an approach that would be acceptable to all on this question.
Regarding transparency discussions, I would like to remind everyone of the content and conclusions of our discussions on Transparency in the Sole Designator model while we were in Dublin.
- Our lawyers have confirmed that the same level of transparency could be achieved in the Sole Designator model as with the Sole Member, by adding a specific provision to the Bylaws enabling the Sole Designator to inspect Icanâs accounting books and records.
- In response to a concern raised by Sam Eisner about public disclosure of such documents, we discussed how we could use the same type of provision that we had agreed on for the AoC reviews as a safeguard (see below the relevant extract from the AoC section, provided by Steve del Bianco)
- There was a debate about whether or not extra provisions for transparency were needed in Work stream 1, considering that we have agreement that the topic is on the WS2 agenda. There was no formal conclusion.
Thomas did conclude by saying âSo thatâs one action item for our group to set up a subteam to define the exact language and extent to which a transparency is required.â
In terms of way forward, given the input we have received, I believe the question is whether transparency provisions, beyond the records inspection rights, fit with our agreed definition of Work stream 1, and whether the level of consensus on the extra provisions at this stage is sufficient.
I would note that, with the groupâs input, our WS2 initiative would already be well advanced. It might be possible to launch it very soon after we have submitted our WS1 recommendations if that is the path we take.
Best, Mathieu
For your reference : Full transcript --> https://community.icann.org/download/attachments/56143884/Transcript%20CCWG%... Slide-deck --> https://community.icann.org/download/attachments/56143884/CCWG-Accountabilit...
page 75 of AoC reviews as part of WS1. Confidential Disclosure to Review Teams: To facilitate transparency and openness regarding ICANN's deliberations and operations, the Review Teams, or a subset thereof, shall have access to ICANN internal information and documents. If ICANN refuses to reveal documents or information requested by the Review Team, ICANN must provide a justification to the Review Team. If the Review Team is not satisfied with ICANNâs justification, it can appeal to the Ombudsman and/or the ICANN Board for a ruling on the disclosure request.
For documents and information that ICANN does disclose to the Review Team, ICANN may designate certain documents and information as not for disclosur e by the Review Team, either in its report or otherwise. If the Review Team is not satisfied with ICANNâs designation of non-disclosable documents or information, it can appeal to the Ombudsman and/or the ICANN Board for a ruling on the non-disclosure designation.
A confidential disclosure framework shall be published by ICANN. The confidential disclosure framework shall describe the process by which documents and information are classified, including a description of the levels of classification that documents or information may be subject to, and the classes of persons who may access such documents and information.
The confidential disclosure framework shall describe the process by which a Review Team may request access to documents and information that are designated as classified or restricted access.
The confidential disclosure framework shall also describe the provisions of any non-discl osure agreement that members of a Review Team may be asked to sign.
The confidential disclosure framework must provide a mechanism to escalate and/or appeal the refusal to release documents and information to duly recognized Review Teams.
De : accountability-cross-community-bounces@icann.org <mailto:accountability-cross-community-bounces@icann.org><mailto:accountability-cross-community-bounces@icann.org> [mailto:accountability-cross-community-bounces@icann.org] De la part de Kieren McCarthy Envoyé : jeudi 29 octobre 2015 15:58 à : Padmini Cc : accountability-cross-community@icann.org <mailto:accountability-cross-community@icann.org><mailto:accountability-cross-community@icann.org> Objet : Re: [CCWG-ACCT] Contribution on Transparency Reforms for CCWG
I have to agree with Padmini on this one re: DIDP and being "able to refer the requestor to documents already publicly available".
The information provided is often tangential to what has actually been asked for. In quite a few cases it is so far removed from the query that it is almost obnoxious.
I don't know why Board members have such a blind spot about how the staff behaves to those outside the corporation.
And I'm still waiting to hear a Board member - any Board member - announce that they have decided to look into the staff's bylaw-breaking behavior in the .africa application.
If I was on the Board and I heard that th e entire process was being jeopardized by staff wrongly interfering in the process (and then lying about doing so), I'd make sure the community knew I was doing my job and insist on some kind of internal review of what happened and what could be done to make sure it didn't happen again.
But instead we get silence and fantasy responses like these ones from Bruce about how the DIDP works and the effectiveness of ICANN's financial reporting systems.
Kieren
On Thu, Oct 29, 2015 at 5:41 AM, Padmini <pdmnbaruah@gmail.com <mailto:pdmnbaruah@gmail.com><mailto:pdmnbaruah@gmail.com>> wrote: Dear Bruce, As someone who has spent some time combing through the different responses that ICANN files to the various DIDP requests, my findings are slightly different, and have been posted earlier. While ICANN does link one to an innumerable array of documents that are publicly available, many times, there is little or no connection between the information one seeks and the publicly available documents that are provided. For instance, I have asked a few questions on registrar/registry audits, specifically seeking individual contracted party audit reports in cases where there have been breaches or discrepancies. However, the response contains a large number of links explaining ICANN's three-year-audit process in great detail, and at the end has a rejection of my actual request on the basis of certain of their extremely vast and broad grounds for non-disclosure. I like to refer to this as ICANN's tendency towards documentary obfuscation where they aren't actually giving you the information that you need, but are drowning you in documents anyway. That 66 is a figure that we might need to scrutinise closer in terms of how effective those disclosures actually have been. Warm Regards Padmini Programme Associate, Internet Governance Centre for Internet and Society, Bangalore, India
Padmini Baruah V Year, B.A.LL.B. (Hons.) NLSIU, Bangalore
On Thu, Oct 29, 2015 at 12:16 PM, Bruce Tonkin <Bruce.Tonkin@melbourneit.com.au <mailto:Bruce.Tonkin@melbourneit.com.au><mailto:Bruce.Tonkin@melbourneit.com.au>> wrote: Hello Greg,
6333. The accounting books and records and minutes of proceedings
of the members and the board and committees of the board shall be open to inspection upon the written dem and on the corporation of any member at any reasonable time, for a purpose reasonably related to such person's interests as a member.
The minutes are basically published today. The only minutes apparently that are not posted are compensation committee minutes â but even then we could at least note the items discussed without necessarily disclosing some personal information.
With regard to financialsâ we are already moving towards the same standards as publicly listed companies in the USA. We now provide quarterly financial reporting, and a quarterly call where the community can question the CEO and the CFO on the income and expenditure. It would not be normal to provide people with access to the raw accounting system (in this case Great Plains) â which would include information on payments to all staff etc.
We do use an ex ternal auditor to validate our financials and processes once per year.
If there is a community concern about a particular financial matter (e.g concern about whether procurement policies were being followed) â then I think it would be more appropriate if the single legal entity that represents the community powers has the right to appoint an external auditor to validate any particular process or numbers and report back to the community. Audit firms have the appropriate skills to analyse financial accounting records and also have appropriate procedures in place for confidentiality.
I think we should be focussing on improving the processes we already have. I advocated moving to quarterly financial reporting, and I have certainly been a strong advocate of making things as public as possible, and welcome suggestions for improving our processes.
Regards , Bruce Tonkin
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Karl, And the financial obfuscation continues. Previous versions of the budget associated line item amounts with managers. This information has been removed from the current budget. -Garth Sent from my Verizon Wireless BlackBerry -----Original Message----- From: Karl Auerbach <karl@cavebear.com> Sender: at-large-bounces@atlarge-lists.icann.org Date: Fri, 30 Oct 2015 11:23:14 To: <at-large@atlarge-lists.icann.org> Subject: Re: [At-Large] Fwd: Re: [CCWG-ACCT] Transparency recap (Was: Contribution on Transparency Reforms for CCWG) _______________________________________________ At-Large mailing list At-Large@atlarge-lists.icann.org https://atlarge-lists.icann.org/mailman/listinfo/at-large At-Large Official Site: http://atlarge.icann.org
On 10/30/2015 02:05 PM, gbruen@knujon.com wrote:
And the financial obfuscation continues. Previous versions of the budget associated line item amounts with managers. This information has been removed from the current budget.
By-the-way when I dug through the ledgers I found nothing in them that would be embarrassing to anyone. There were flaws and errors - but merely of the kind typical to any small, new business. There were some odd things - for example even through one of the excuses that was given was that ICANN had an expert go over the books and assure them that things were OK, it turned out that when we started to dig we noticed that an entire ledger was missing. That so-called "expert" kinda missed that rather major error. (When printed out the missing ledger alone was a stack of paper perhaps 80cm high.) It was an innocent mistake, and ICANN scurried about and found the missing materials, but it did reflect a rather troublesome level of credulity on the part of the members of the board of directors. You may find it interesting to read the public version of my final report to ICANN's board of directors: http://www.cavebear.com/archive/icann-board/icann-evaluation-public-version.... (I just re-skimmed that note; it is amusing that at that time I expressed a concern that ICANN's employee roster was approaching 30 people and that the budget could reach $10million. Today those numbers have not only been exceeded, but exceeded by a full order of decimal magnitude. --karl--
Karl You are certainly right that any corporation which has to undertake such a public interest function as ICANN does has to be a membership based body. Any other formation is just too private and closed. But then you of course know that after the 'community' came up with a membership model for the ICANN, the ICANN board (no doubt, backed by the US gov) simply said, nothing doing, they wont accept it. And the 'community' promptly gave in and shifted to a non membership model proposal. So much for ICANN's bottom up model. However, most interesting is that is was ALAC that led the abdication, and was first to kneel down and backtrack on the membership model. And now, ALAC's leadership thinks that transparency is not such an important thing to try and get out most on it while the 'iron is still hot'. It is not difficult to see that the best possible deal can only come as a part of the package, with the 'community' demanding, and hopefully getting, it in exchange for accepting to go on with the current non-membership model. But here again, ALAC's leadership tells us that transparency processes are a matter of detail that we can talk about later, when the key political moment of the 'transition' has passed. Do you think they are just naive. Sorry, but I am not willing to give them that concession. But then what is it? It is for ALAC members to find out. That is if anyone is interested. parminder On Friday 30 October 2015 11:53 PM, Karl Auerbach wrote:
As the one and only person who has ever really exercised a legal power to inspect and copy ICANN's books and properties I find this discussion discomforting.
There is no doubt that ICANN has lacked both transparency and accountability in the past.
ICANN was so obstinate and wrongheaded that I had to go to court to obtain a writ of mandate in order to exercise a right that is unambiguously given to sitting board members (such as I was) to inspect and copy the corporate records and properties. ICANN, of course, lost that legal action and a writ was issued that ordered them to open their general ledgers and other materials to me (to which they promptly complied.)
And I don't think it is a reach to conclude that that situation has not changed much, that ICANN currently lacks adequate transparency and accountability.
Some are suggesting that some sort of right of access be written into ICANN's bylaws. I find that to be a very weak, and ultimately not very useful thing. The reason I say this is that a right of limited access written into a corporate by-law is far weaker than a broad right of total access that is written into the laws of corporations of many (if not all) jurisdictions. And unless one has the hammer of broad statutory access the corporation can be very evasive and dilatory.
Broad access is necessary; one can not have a limited inspection - For example when I looked at ICANN's general ledgers I found items that needed to be backed up by supporting documentation. Had I not had the power to require the production of that material I had no basis to give credence to the ledger entries or to understand whether they were being properly made.
Similarly, when I finally was able to exercise my statutory rights I discovered that ICANN's relationship with its employees and contractors was flawed by the absence of materials and procedures that are routinely practiced elsewhere. It would be very hard to write that kind of access into a narrowly constricted right of access by some "member"; that kind of transparency and accountability requires the kind of broad, unconstrained, access that is routinely granted to (and oft not well practiced by) members of boards of directors.
Any attempt to make ICANN more accountable ought to build on the hundreds of years of experience in the operation and control of the kind of organizations we put under the general name of "corporations".
That experience tells us that the primary vehicle of accountability and transparency is a good board of directors who take their responsibilities seriously and make truly independent and informed - especially informed - decisions to act or not to act. ICANN does not have such a board and seems, via its nominative process, to be expressly and systemically designed to avoid having such a board.
In addition, experience tells us that such a board must feel the pressure of those to whom the corporation is intended to benefit. In commercial corporations that is the stockholders. In public benefit corporations, such as ICANN, that is the public. "Feeling the pressure" means much more than that the corporation and board merely listening to comments. "Feeling the pressure" means something stronger - such things as are enumerated in the California laws that describe membership rights, as ICANN conveniently enumerated back in 1999: https://archive.icann.org/en/meetings/santiago/membership-analysis.htm
Much has been said about membership. Under the laws of California that govern ICANN a public-benefit non-profit corporation a body of members is required if there is an election for board of directors. (And there is no doubt that ICANN had such an election in year 2000 even though they tried to avoid that fact by calling it a "selection".)
A non-membership public-benefit corporation is usually used for things like theatre companies our other endeavors that are largely the extension of a single, often artistic, mind, such as an artistic director.
But when the corporation is really an aggregation of minds, opinions, and beneficiaries - as ICANN is to a very high degree - a non-membership structure is simply not appropriate.
But membership is a word that envisions more than one member. My own sense is that an attempt to structure an ICANN membership with exactly one member would fail. Judges are not stupid, they understand pretense and are both willing to, and empowered to, perceive actual substance over purported form. Even worse, they might construe ICANN as a mere alter ego of that "member" and decide that ICANN's corporate form is not real.
I wear multiple hats - on one hand I am a techie working with internet protocols. On the other hand, I am a California lawyer; I sit on corporate boards; I create, own, and sell corporations. The rules and structures of corporations, if honored in both form and spirit, can result in open, transparent, and accountable public-benefit corporations.
Corporate forms - the rules and structures that the law dictates - are not ivory tower fantasies. Rather they are the result of centuries of practical experience in which people with contesting and competing interests have come together to try to combine their efforts towards some goal. The machinery of corporations was not created in some ivory tower, it was created in the very real world.
But when those rules and structures are not honored or the corporation thinks that it can create a system that somehow is better than what has been honed into the law through centuries of practical experience, then the result is most likely to be an amateur construct, flawed, weak, and probably less accountable and transparent than hoped.
My point here is that there is a lot of wishful thinking going on about ICANN and accountability and a lot of hand waiving about what the law is or is not. And rather than trying to impose real transparency and accountability upon ICANN by wishful inventions we ought to use the well tried methods that are available through well established legal forms of corporate structure and operation.
And in this case, that method would be a board that is wholly chosen by and seated by, a membership composed the broad community of internet users with all of the kinds of powers that are typically granted to members.
--karl--
On 10/30/15 7:48 AM, parminder wrote:
After opposing greater accountability of ICANN through a membership based model, ALAC leadership seems also eager to *not* support increased transparency.... (Now, please dont cite technical reasons, people normally employ 'technical reasons' and 'facts' in pursuance of what they want accomplished and not against it)
And ALAC is supposed to be the representative of the 'outsiders'.....A really strange world, i'd say!
parminder
-------- Forwarded Message -------- Subject: Re: [CCWG-ACCT] Transparency recap (Was: Contribution on Transparency Reforms for CCWG) Date: Fri, 30 Oct 2015 14:17:44 +0000 From: Alan Greenberg <alan.greenberg@mcgill.ca> To: Chris Disspain <ceo@auda.org.au>, Schaefer, Brett <Brett.Schaefer@heritage.org> CC: accountability-cross-community@icann.org <accountability-cross-community@icann.org>
Transparency is needed, but the CCWG identified this as a WS2 issue. Yes, when we were talking about membership, some of this automatically would be provided, but it was not de facto a WS1 issue. To add it now is mission creap. -- Sent from my mobile. Please excuse brevity and typos.
On October 30, 2015 11:34:29 AM GMT+00:00, Chris Disspain <ceo@auda.org.au> wrote:
I disagree. I do not believe there is yet consensus.
I am not in favour of any ârightsâ other than the enforcement rights already agreed being given to the designator. I have no issue with the right of inspection being given to the SOs and ACs pursuant to an agreed level of consensus.
Cheers,
Chris Disspain| Chief Executive Officer
.au Domain Administration Ltd
T: +61 3 8341 4111 | F: +61 3 8341 4112
E: ceo@auda.org.au <mailto:ceo@auda.org.au> | W:<http://www.auda.org.au/>www.auda.org.au
auDA â Australiaâs Domain Name Administrator
*Important Notice****- *This email may contain information which is confidential and/or subject to legal privilege, and is intended for the use of the named addressee only. If you are not the intended recipient, you must not use, disclose or copy any part of this email. If you have received this email by mistake, please notify the sender and delete this message immediately. Please consider the environment before printing this email.
On 30 Oct 2015, at 22:25 , Schaefer, Brett <Brett.Schaefer@heritage.org <mailto:Brett.Schaefer@heritage.org>> wrote:
Matthieu,
I may be wrong, but based on the comments on the list and in Dublin that there is broad agreement, I would even say consensus, that the right to inspect needs to be granted to the designator.
The discussion recently has focused on how much of the other transparency provisions to bring forward to WS1. I and others think a substantial amount, others disagree. If a compromise or centrist position is being sought, I suggest it that it focus on these items of dispute.
Thanks,
Brett
________________________________ Brett Schaefer Jay Kingham Senior Research Fellow in International Regulatory Affairs Margaret Thatcher Center for Freedom Davis Institute for National Security and Foreign Policy The Heritage Foundation 214 Massachusetts Avenue, NE Washington, DC 20002 202-608-6097 heritage.org <http://heritage.org><http://heritage.org/>
On Oct 30, 2015, at 5:24 AM, Edward Morris <egmorris1@toast.net<mailto:egmorris1@toast.net>> wrote:
Mathieu,
Thank you very much for this post. I want to succinctly thank the Chairs for their exemplary leadership on this issue, express my support for their rational, considered, centered and measur ed approach to transparency and inspection issues, and express my full support for the approach indicated, with work beyond the transposing of certain provisions from the old reference model into into the new reference model to be tackled in work stream 2. It is an approach between the two extremes recently debated on list and as a centrist in most things in life find it a reasonable way forward that should provide us with the best opportunity to get this done right. Thanks again.
Best,
Ed Morris
Sent from my iPhone
On Oct 30, 2015, at 8:15 AM, Mathieu Weill <mathieu.weill@afnic.fr<mailto:mathieu.weill@afnic.fr>> wrote:
Dear Colleagues,
First of all many thanks to all of you wh o have been working hard on this issue. We are well aware of your efforts to find an approach that would be acceptable to all on this question.
Regarding transparency discussions, I would like to remind everyone of the content and conclusions of our discussions on Transparency in the Sole Designator model while we were in Dublin.
- Our lawyers have confirmed that the same level of transparency could be achieved in the Sole Designator model as with the Sole Member, by adding a specific provision to the Bylaws enabling the Sole Designator to inspect Icanâs accounting books and records.
- In response to a concern raised by Sam Eisner about public disclosure of such documents, we discussed how we could use the same type of provision that we had agreed on for the AoC reviews as a safeguard (see below the relevant extract from the AoC section, provided by Steve del Bianco)
- There was a debate about whether or not extra provisions for transparency were needed in Work stream 1, considering that we have agreement that the topic is on the WS2 agenda. There was no formal conclusion.
Thomas did conclude by saying âSo thatâs one action item for our group to set up a subteam to define the exact language and extent to which a transparency is required.â
In terms of way forward, given the input we have received, I believe the question is whether transparency provisions, beyond the records inspection rights, fit with our agreed definition of Work stream 1, and whether the level of consensus on the extra provisions at this stage is sufficient.
I would note that, with the groupâs input, our WS2 initiative would already be well advanced. It might be possible to launch it very soon after we have submitted our WS1 recommendations if that is the path we take.
Best, Mathieu
For your reference : Full transcript --> https://community.icann.org/download/attachments/56143884/Transcript%20CCWG%... Slide-deck --> https://community.icann.org/download/attachments/56143884/CCWG-Accountabilit...
page 75 of AoC reviews as part of WS1. Confidential Disclosure to Review Teams: To facilitate transparency and openness regarding ICANN's deliberations and operations, the Review Teams, or a subset thereof, shall have access to ICANN internal information and documents. If ICANN refuses to reveal documents or information requested by the Review Team, ICANN must provide a justification to the Review Team. If the Review Team is not satisfied with ICANNâs justification, it can appeal to the Ombudsman and/or the ICANN Board for a ruling on the disclosure request.
For documents and information that ICANN does disclose to the Review Team, ICANN may designate certain documents and information as not for disclosur e by the Review Team, either in its report or otherwise. If the Review Team is not satisfied with ICANNâs designation of non-disclosable documents or information, it can appeal to the Ombudsman and/or the ICANN Board for a ruling on the non-disclosure designation.
A confidential disclosure framework shall be published by ICANN. The confidential disclosure framework shall describe the process by which documents and information are classified, including a description of the levels of classification that documents or information may be subject to, and the classes of persons who may access such documents and information.
The confidential disclosure framework shall describe the process by which a Review Team may request access to documents and information that are designated as classified or restricted access.
The confidential disclosure framework shall also describe the provisions of any non-discl osure agreement that members of a Review Team may be asked to sign.
The confidential disclosure framework must provide a mechanism to escalate and/or appeal the refusal to release documents and information to duly recognized Review Teams.
De : accountability-cross-community-bounces@icann.org <mailto:accountability-cross-community-bounces@icann.org><mailto:accountability-cross-community-bounces@icann.org> [mailto:accountability-cross-community-bounces@icann.org] De la part de Kieren McCarthy Envoyé : jeudi 29 octobre 2015 15:58 à : Padmini Cc : accountability-cross-community@icann.org <mailto:accountability-cross-community@icann.org><mailto:accountability-cross-community@icann.org> Objet : Re: [CCWG-ACCT] Contribution on Transparency Reforms for CCWG
I have to agree with Padmini on this one re: DIDP and being "able to refer the requestor to documents already publicly available".
The information provided is often tangential to what has actually been asked for. In quite a few cases it is so far removed from the query that it is almost obnoxious.
I don't know why Board members have such a blind spot about how the staff behaves to those outside the corporation.
And I'm still waiting to hear a Board member - any Board member - announce that they have decided to look into the staff's bylaw-breaking behavior in the .africa application.
If I was on the Board and I heard that th e entire process was being jeopardized by staff wrongly interfering in the process (and then lying about doing so), I'd make sure the community knew I was doing my job and insist on some kind of internal review of what happened and what could be done to make sure it didn't happen again.
But instead we get silence and fantasy responses like these ones from Bruce about how the DIDP works and the effectiveness of ICANN's financial reporting systems.
Kieren
On Thu, Oct 29, 2015 at 5:41 AM, Padmini <pdmnbaruah@gmail.com<mailto:pdmnbaruah@gmail.com>> wrote: Dear Bruce, As someone who has spent some time combing through the different responses that ICANN files to the various DIDP requests, my findings are slightly different, and have been posted earlier. While ICANN does link one to an innumerable array of documents that are publicly available, many times, there is little or no connection between the information one seeks and the publicly available documents that are provided. For instance, I have asked a few questions on registrar/registry audits, specifically seeking individual contracted party audit reports in cases where there have been breaches or discrepancies. However, the response contains a large number of links explaining ICANN's three-year-audit process in great detail, and at the end has a rejection of my actual request on the basis of certain of their extremely vast and broad grounds for non-disclosure. I like to refer to this as ICANN's tendency towards documentary obfuscation where they aren't actually giving you the information that you need, but are drowning you in documents anyway. That 66 is a figure that we might need to scrutinise closer in terms of how effective those disclosures actually have been. Warm Regards Padmini Programme Associate, Internet Governance Centre for Internet and Society, Bangalore, India
Padmini Baruah V Year, B.A.LL.B. (Hons.) NLSIU, Bangalore
On Thu, Oct 29, 2015 at 12:16 PM, Bruce Tonkin <Bruce.Tonkin@melbourneit.com.au <mailto:Bruce.Tonkin@melbourneit.com.au><mailto:Bruce.Tonkin@melbourneit.com.au>> wrote: Hello Greg,
6333. The accounting books and records and minutes of proceedings
of the members and the board and committees of the board shall be open to inspection upon the written dem and on the corporation of any member at any reasonable time, for a purpose reasonably related to such person's interests as a member.
The minutes are basically published today. The only minutes apparently that are not posted are compensation committee minutes â but even then we could at least note the items discussed without necessarily disclosing some personal information.
With regard to financialsâ we are already moving towards the same standards as publicly listed companies in the USA. We now provide quarterly financial reporting, and a quarterly call where the community can question the CEO and the CFO on the income and expenditure. It would not be normal to provide people with access to the raw accounting system (in this case Great Plains) â which would include information on payments to all staff etc.
We do use an ex ternal auditor to validate our financials and processes once per year.
If there is a community concern about a particular financial matter (e.g concern about whether procurement policies were being followed) â then I think it would be more appropriate if the single legal entity that represents the community powers has the right to appoint an external auditor to validate any particular process or numbers and report back to the community. Audit firms have the appropriate skills to analyse financial accounting records and also have appropriate procedures in place for confidentiality.
I think we should be focussing on improving the processes we already have. I advocated moving to quarterly financial reporting, and I have certainly been a strong advocate of making things as public as possible, and welcome suggestions for improving our processes.
Regards , Bruce Tonkin
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Hi, I have no idea why you said this, I for one am in support of inspection rights in WS1 but it's a different ball game trying to address entire transparency in WS1 at this time. It's also incorrect to say we should bring transparency to WS1 because of the move from membership model. I really have no idea why people tie transparency to models as they are just processes that needs to be set and followed. Regards Sent from my Asus Zenfone2 Kindly excuse brevity and typos. On 30 Oct 2015 19:49, "parminder" <parminder@itforchange.net> wrote:
After opposing greater accountability of ICANN through a membership based model, ALAC leadership seems also eager to *not* support increased transparency.... (Now, please dont cite technical reasons, people normally employ 'technical reasons' and 'facts' in pursuance of what they want accomplished and not against it)
And ALAC is supposed to be the representative of the 'outsiders'.....A really strange world, i'd say!
parminder
-------- Forwarded Message -------- Subject: Re: [CCWG-ACCT] Transparency recap (Was: Contribution on Transparency Reforms for CCWG) Date: Fri, 30 Oct 2015 14:17:44 +0000 From: Alan Greenberg <alan.greenberg@mcgill.ca> <alan.greenberg@mcgill.ca> To: Chris Disspain <ceo@auda.org.au> <ceo@auda.org.au>, Schaefer, Brett <Brett.Schaefer@heritage.org> <Brett.Schaefer@heritage.org> CC: accountability-cross-community@icann.org <accountability-cross-community@icann.org> <accountability-cross-community@icann.org>
Transparency is needed, but the CCWG identified this as a WS2 issue. Yes, when we were talking about membership, some of this automatically would be provided, but it was not de facto a WS1 issue. To add it now is mission creap. -- Sent from my mobile. Please excuse brevity and typos.
On October 30, 2015 11:34:29 AM GMT+00:00, Chris Disspain <ceo@auda.org.au> <ceo@auda.org.au> wrote:
I disagree. I do not believe there is yet consensus.
I am not in favour of any ‘rights’ other than the enforcement rights already agreed being given to the designator. I have no issue with the right of inspection being given to the SOs and ACs pursuant to an agreed level of consensus.
Cheers,
Chris Disspain | Chief Executive Officer
.au Domain Administration Ltd
T: +61 3 8341 4111 | F: +61 3 8341 4112
E: ceo@auda.org.au | W: www.auda.org.au
auDA – Australia’s Domain Name Administrator
*Important Notice* *- *This email may contain information which is confidential and/or subject to legal privilege, and is intended for the use of the named addressee only. If you are not the intended recipient, you must not use, disclose or copy any part of this email. If you have received this email by mistake, please notify the sender and delete this message immediately. Please consider the environment before printing this email.
On 30 Oct 2015, at 22:25 , Schaefer, Brett <Brett.Schaefer@heritage.org> wrote:
Matthieu,
I may be wrong, but based on the comments on the list and in Dublin that there is broad agreement, I would even say consensus, that the right to inspect needs to be granted to the designator.
The discussion recently has focused on how much of the other transparency provisions to bring forward to WS1. I and others think a substantial amount, others disagree. If a compromise or centrist position is being sought, I suggest it that it focus on these items of dispute.
Thanks,
Brett
________________________________ Brett Schaefer Jay Kingham Senior Research Fellow in International Regulatory Affairs Margaret Thatcher Center for Freedom Davis Institute for National Security and Foreign Policy The Heritage Foundation 214 Massachusetts Avenue, NE Washington, DC 20002 202-608-6097 heritage.org<http://heritage.org/>
On Oct 30, 2015, at 5:24 AM, Edward Morris <egmorris1@toast.net< mailto:egmorris1@toast.net <egmorris1@toast.net>>> wrote:
Mathieu,
Thank you very much for this post. I want to succinctly thank the Chairs for their exemplary leadership on this issue, express my support for their rational, considered, centered and measur ed approach to transparency and inspection issues, and express my full support for the approach indicated, with work beyond the transposing of certain provisions from the old reference model into into the new reference model to be tackled in work stream 2. It is an approach between the two extremes recently debated on list and as a centrist in most things in life find it a reasonable way forward that should provide us with the best opportunity to get this done right. Thanks again.
Best,
Ed Morris
Sent from my iPhone
On Oct 30, 2015, at 8:15 AM, Mathieu Weill <mathieu.weill@afnic.fr< mailto:mathieu.weill@afnic.fr <mathieu.weill@afnic.fr>>> wrote:
Dear Colleagues,
First of all many thanks to all of you wh o have been working hard on this issue. We are well aware of your efforts to find an approach that would be acceptable to all on this question.
Regarding transparency discussions, I would like to remind everyone of the content and conclusions of our discussions on Transparency in the Sole Designator model while we were in Dublin.
- Our lawyers have confirmed that the same level of transparency could be achieved in the Sole Designator model as with the Sole Member, by adding a specific provision to the Bylaws enabling the Sole Designator to inspect Ican’s accounting books and records.
- In response to a concern raised by Sam Eisner about public disclosure of such documents, we discussed how we could use the same type of provision that we had agreed on for the AoC reviews as a safeguard (see below the relevant extract from the AoC section, provided by Steve del Bianco)
- There was a debate about whether or not extra provisions for transparency were needed in Work stream 1, considering that we have agreement that the topic is on the WS2 agenda. There was no formal conclusion.
Thomas did conclude by saying “So that’s one action item for our group to set up a subteam to define the exact language and extent to which a transparency is required.â€
In terms of way forward, given the input we have received, I believe the question is whether transparency provisions, beyond the records inspection rights, fit with our agreed definition of Work stream 1, and whether the level of consensus on the extra provisions at this stage is sufficient.
I would note that, with the group’s input, our WS2 initiative would already be well advanced. It might be possible to launch it very soon after we have submitted our WS1 recommendations if that is the path we take.
Best, Mathieu
For your reference : Full transcript --> https://community.icann.org/download/attachments/56143884/Transcript%20CCWG%... Slide-deck --> https://community.icann.org/download/attachments/56143884/CCWG-Accountabilit...
page 75 of AoC reviews as part of WS1. Confidential Disclosure to Review Teams: To facilitate transparency and openness regarding ICANN's deliberations and operations, the Review Teams, or a subset thereof, shall have access to ICANN internal information and documents. If ICANN refuses to reveal documents or information requested by the Review Team, ICANN must provide a justification to the Review Team. If the Review Team is not satisfied with ICANN’s justification, it can appeal to the Ombudsman and/or the ICANN Board for a ruling on the disclosure request.
For documents and information that ICANN does disclose to the Review Team, ICANN may designate certain documents and information as not for disclosur e by the Review Team, either in its report or otherwise. If the Review Team is not satisfied with ICANN’s designation of non-disclosable documents or information, it can appeal to the Ombudsman and/or the ICANN Board for a ruling on the non-disclosure designation.
A confidential disclosure framework shall be published by ICANN. The confidential disclosure framework shall describe the process by which documents and information are classified, including a description of the levels of classification that documents or information may be subject to, and the classes of persons who may access such documents and information.
The confidential disclosure framework shall describe the process by which a Review Team may request access to documents and information that are designated as classified or restricted access.
The confidential disclosure framework shall also describe the provisions of any non-discl osure agreement that members of a Review Team may be asked to sign.
The confidential disclosure framework must provide a mechanism to escalate and/or appeal the refusal to release documents and information to duly recognized Review Teams.
De : accountability-cross-community-bounces@icann.org< mailto:accountability-cross-community-bounces@icann.org <accountability-cross-community-bounces@icann.org>> [ mailto:accountability-cross-community-bounces@icann.org <accountability-cross-community-bounces@icann.org>] De la part de Kieren McCarthy Envoyé : jeudi 29 octobre 2015 15:58 À : Padmini Cc : accountability-cross-community@icann.org< mailto:accountability-cross-community@icann.org <accountability-cross-community@icann.org>> Objet : Re: [CCWG-ACCT] Contribution on Transparency Reforms for CCWG
I have to agree with Padmini on this one re: DIDP and being "able to refer the requestor to documents already publicly available".
The information provided is often tangential to what has actually been asked for. In quite a few cases it is so far removed from the query that it is almost obnoxious.
I don't know why Board members have such a blind spot about how the staff behaves to those outside the corporation.
And I'm still waiting to hear a Board member - any Board member - announce that they have decided to look into the staff's bylaw-breaking behavior in the .africa application.
If I was on the Board and I heard that th e entire process was being jeopardized by staff wrongly interfering in the process (and then lying about doing so), I'd make sure the community knew I was doing my job and insist on some kind of internal review of what happened and what could be done to make sure it didn't happen again.
But instead we get silence and fantasy responses like these ones from Bruce about how the DIDP works and the effectiveness of ICANN's financial reporting systems.
Kieren
On Thu, Oct 29, 2015 at 5:41 AM, Padmini <pdmnbaruah@gmail.com< mailto:pdmnbaruah@gmail.com <pdmnbaruah@gmail.com>>> wrote: Dear Bruce, As someone who has spent some time combing through the different responses that ICANN files to the various DIDP requests, my findings are slightly different, and have been posted earlier. While ICANN does link one to an innumerable array of documents that are publicly available, many times, there is little or no connection between the information one seeks and the publicly available documents that are provided. For instance, I have asked a few questions on registrar/registry audits, specifically seeking individual contracted party audit reports in cases where there have been breaches or discrepancies. However, the response contains a large number of links explaining ICANN's three-year-audit process in great detail, and at the end has a rejection of my actual request on the basis of certain of their extremely vast and broad grounds for non-disclosure. I like to refer to this as ICANN's tendency towards documentary obfuscation where they aren't actually giving you the information that you need, but are drowning you in documents anyway. That 66 is a figure that we might need to scrutinise closer in terms of how effective those disclosures actually have been. Warm Regards Padmini Programme Associate, Internet Governance Centre for Internet and Society, Bangalore, India
Padmini Baruah V Year, B.A.LL.B. (Hons.) NLSIU, Bangalore
On Thu, Oct 29, 2015 at 12:16 PM, Bruce Tonkin < Bruce.Tonkin@melbourneit.com.au<mailto:Bruce.Tonkin@melbourneit.com.au <Bruce.Tonkin@melbourneit.com.au>>> wrote: Hello Greg,
6333. The accounting books and records and minutes of proceedings
of the members and the board and committees of the board shall be open to inspection upon the written dem and on the corporation of any member at any reasonable time, for a purpose reasonably related to such person's interests as a member.
The minutes are basically published today. The only minutes apparently that are not posted are compensation committee minutes – but even then we could at least note the items discussed without necessarily disclosing some personal information.
With regard to financials– we are already moving towards the same standards as publicly listed companies in the USA. We now provide quarterly financial reporting, and a quarterly call where the community can question the CEO and the CFO on the income and expenditure. It would not be normal to provide people with access to the raw accounting system (in this case Great Plains) – which would include information on payments to all staff etc.
We do use an ex ternal auditor to validate our financials and processes once per year.
If there is a community concern about a particular financial matter (e.g concern about whether procurement policies were being followed) – then I think it would be more appropriate if the single legal entity that represents the community powers has the right to appoint an external auditor to validate any particular process or numbers and report back to the community. Audit firms have the appropriate skills to analyse financial accounting records and also have appropriate procedures in place for confidentiality.
I think we should be focussing on improving the processes we already have. I advocated moving to quarterly financial reporting, and I have certainly been a strong advocate of making things as public as possible, and welcome suggestions for improving our processes.
Regards , Bruce Tonkin
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On Saturday 31 October 2015 03:52 AM, Seun Ojedeji wrote:
Hi,
I have no idea why you said this, I for one am in support of inspection rights in WS1 but it's a different ball game trying to address entire transparency in WS1 at this time. It's also incorrect to say we should bring transparency to WS1 because of the move from membership model.
I really have no idea why people tie transparency to models as they are just processes that needs to be set and followed.
Seun, you really think transparency is just some processes that get set and followed, rather innocently!!?? In India, activists got the right to information after a long struggle and it is considered as perhaps the biggest gain in citizen power since we become a democracy (maybe other than local self governance systems instituted in the 80s). Every month we hear news of right to information activists being murdered become they exercised this important political tool ( see https://en.wikipedia.org/wiki/Attacks_on_RTI_activists_in_India ). And you think this kind of a thing is just nothing! it is high time that those who purport to represent civil society, or the otherwise unrepresented, in ICANN develop a closer alignment with civil society outside ICANN and begin understanding power and politics in a manner that is required to so represent the unrepresented. How easily purported people's representation is getting coopted in maintaining the economic and political status quo of Internet governance fills one with despair. No personal attributions, but in my political opinion, this has quite fallen to the level of a full-scale scandal, and requires some urgent intervention and remedy.... parminder
Regards
Sent from my Asus Zenfone2 Kindly excuse brevity and typos.
On 30 Oct 2015 19:49, "parminder" <parminder@itforchange.net <mailto:parminder@itforchange.net>> wrote:
After opposing greater accountability of ICANN through a membership based model, ALAC leadership seems also eager to *not* support increased transparency.... (Now, please dont cite technical reasons, people normally employ 'technical reasons' and 'facts' in pursuance of what they want accomplished and not against it)
And ALAC is supposed to be the representative of the 'outsiders'.....A really strange world, i'd say!
parminder
-------- Forwarded Message -------- Subject: Re: [CCWG-ACCT] Transparency recap (Was: Contribution on Transparency Reforms for CCWG) Date: Fri, 30 Oct 2015 14:17:44 +0000 From: Alan Greenberg <alan.greenberg@mcgill.ca> <mailto:alan.greenberg@mcgill.ca> To: Chris Disspain <ceo@auda.org.au> <mailto:ceo@auda.org.au>, Schaefer, Brett <Brett.Schaefer@heritage.org> <mailto:Brett.Schaefer@heritage.org> CC: accountability-cross-community@icann.org <mailto:accountability-cross-community@icann.org> <accountability-cross-community@icann.org> <mailto:accountability-cross-community@icann.org>
Transparency is needed, but the CCWG identified this as a WS2 issue. Yes, when we were talking about membership, some of this automatically would be provided, but it was not de facto a WS1 issue. To add it now is mission creap. -- Sent from my mobile. Please excuse brevity and typos.
On October 30, 2015 11:34:29 AM GMT+00:00, Chris Disspain <ceo@auda.org.au> <mailto:ceo@auda.org.au> wrote:
I disagree. I do not believe there is yet consensus.
I am not in favour of any ‘rights’ other than the enforcement rights already agreed being given to the designator. I have no issue with the right of inspection being given to the SOs and ACs pursuant to an agreed level of consensus.
Cheers,
Chris Disspain| Chief Executive Officer
.au Domain Administration Ltd
T: +61 3 8341 4111 <tel:%2B61%203%208341%204111> | F: +61 3 8341 4112
E: ceo@auda.org.au <mailto:ceo@auda.org.au> | W:www.auda.org.au <http://www.auda.org.au/>
auDA – Australia’s Domain Name Administrator
*Important Notice****- *This email may contain information which is confidential and/or subject to legal privilege, and is intended for the use of the named addressee only. If you are not the intended recipient, you must not use, disclose or copy any part of this email. If you have received this email by mistake, please notify the sender and delete this message immediately. Please consider the environment before printing this email.
On 30 Oct 2015, at 22:25 , Schaefer, Brett <Brett.Schaefer@heritage.org <mailto:Brett.Schaefer@heritage.org>> wrote:
Matthieu,
I may be wrong, but based on the comments on the list and in Dublin that there is broad agreement, I would even say consensus, that the right to inspect needs to be granted to the designator.
The discussion recently has focused on how much of the other transparency provisions to bring forward to WS1. I and others think a substantial amount, others disagree. If a compromise or centrist position is being sought, I suggest it that it focus on these items of dispute.
Thanks,
Brett
________________________________ Brett Schaefer Jay Kingham Senior Research Fellow in International Regulatory Affairs Margaret Thatcher Center for Freedom Davis Institute for National Security and Foreign Policy The Heritage Foundation 214 Massachusetts Avenue, NE Washington, DC 20002 202-608-6097 heritage.org <http://heritage.org><http://heritage.org/>
On Oct 30, 2015, at 5:24 AM, Edward Morris <egmorris1@toast.net <mailto:egmorris1@toast.net><mailto:egmorris1@toast.net>> wrote:
Mathieu,
Thank you very much for this post. I want to succinctly thank the Chairs for their exemplary leadership on this issue, express my support for their rational, considered, centered and measur ed approach to transparency and inspection issues, and express my full support for the approach indicated, with work beyond the transposing of certain provisions from the old reference model into into the new reference model to be tackled in work stream 2. It is an approach between the two extremes recently debated on list and as a centrist in most things in life find it a reasonable way forward that should provide us with the best opportunity to get this done right. Thanks again.
Best,
Ed Morris
Sent from my iPhone
On Oct 30, 2015, at 8:15 AM, Mathieu Weill <mathieu.weill@afnic.fr <mailto:mathieu.weill@afnic.fr><mailto:mathieu.weill@afnic.fr>> wrote:
Dear Colleagues,
First of all many thanks to all of you wh o have been working hard on this issue. We are well aware of your efforts to find an approach that would be acceptable to all on this question.
Regarding transparency discussions, I would like to remind everyone of the content and conclusions of our discussions on Transparency in the Sole Designator model while we were in Dublin.
- Our lawyers have confirmed that the same level of transparency could be achieved in the Sole Designator model as with the Sole Member, by adding a specific provision to the Bylaws enabling the Sole Designator to inspect Ican’s accounting books and records.
- In response to a concern raised by Sam Eisner about public disclosure of such documents, we discussed how we could use the same type of provision that we had agreed on for the AoC reviews as a safeguard (see below the relevant extract from the AoC section, provided by Steve del Bianco)
- There was a debate about whether or not extra provisions for transparency were needed in Work stream 1, considering that we have agreement that the topic is on the WS2 agenda. There was no formal conclusion.
Thomas did conclude by saying “So that’s one action item for our group to set up a subteam to define the exact language and extent to which a transparency is required.â€
In terms of way forward, given the input we have received, I believe the question is whether transparency provisions, beyond the records inspection rights, fit with our agreed definition of Work stream 1, and whether the level of consensus on the extra provisions at this stage is sufficient.
I would note that, with the group’s input, our WS2 initiative would already be well advanced. It might be possible to launch it very soon after we have submitted our WS1 recommendations if that is the path we take.
Best, Mathieu
For your reference : Full transcript --> https://community.icann.org/download/attachments/56143884/Transcript%20CCWG%... Slide-deck --> https://community.icann.org/download/attachments/56143884/CCWG-Accountabilit...
page 75 of AoC reviews as part of WS1. Confidential Disclosure to Review Teams: To facilitate transparency and openness regarding ICANN's deliberations and operations, the Review Teams, or a subset thereof, shall have access to ICANN internal information and documents. If ICANN refuses to reveal documents or information requested by the Review Team, ICANN must provide a justification to the Review Team. If the Review Team is not satisfied with ICANN’s justification, it can appeal to the Ombudsman and/or the ICANN Board for a ruling on the disclosure request.
For documents and information that ICANN does disclose to the Review Team, ICANN may designate certain documents and information as not for disclosur e by the Review Team, either in its report or otherwise. If the Review Team is not satisfied with ICANN’s designation of non-disclosable documents or information, it can appeal to the Ombudsman and/or the ICANN Board for a ruling on the non-disclosure designation.
A confidential disclosure framework shall be published by ICANN. The confidential disclosure framework shall describe the process by which documents and information are classified, including a description of the levels of classification that documents or information may be subject to, and the classes of persons who may access such documents and information.
The confidential disclosure framework shall describe the process by which a Review Team may request access to documents and information that are designated as classified or restricted access.
The confidential disclosure framework shall also describe the provisions of any non-discl osure agreement that members of a Review Team may be asked to sign.
The confidential disclosure framework must provide a mechanism to escalate and/or appeal the refusal to release documents and information to duly recognized Review Teams.
De : accountability-cross-community-bounces@icann.org <mailto:accountability-cross-community-bounces@icann.org><mailto:accountability-cross-community-bounces@icann.org> [mailto:accountability-cross-community-bounces@icann.org] De la part de Kieren McCarthy Envoyé : jeudi 29 octobre 2015 15:58 À : Padmini Cc : accountability-cross-community@icann.org <mailto:accountability-cross-community@icann.org><mailto:accountability-cross-community@icann.org> Objet : Re: [CCWG-ACCT] Contribution on Transparency Reforms for CCWG
I have to agree with Padmini on this one re: DIDP and being "able to refer the requestor to documents already publicly available".
The information provided is often tangential to what has actually been asked for. In quite a few cases it is so far removed from the query that it is almost obnoxious.
I don't know why Board members have such a blind spot about how the staff behaves to those outside the corporation.
And I'm still waiting to hear a Board member - any Board member - announce that they have decided to look into the staff's bylaw-breaking behavior in the .africa application.
If I was on the Board and I heard that th e entire process was being jeopardized by staff wrongly interfering in the process (and then lying about doing so), I'd make sure the community knew I was doing my job and insist on some kind of internal review of what happened and what could be done to make sure it didn't happen again.
But instead we get silence and fantasy responses like these ones from Bruce about how the DIDP works and the effectiveness of ICANN's financial reporting systems.
Kieren
On Thu, Oct 29, 2015 at 5:41 AM, Padmini <pdmnbaruah@gmail.com <mailto:pdmnbaruah@gmail.com><mailto:pdmnbaruah@gmail.com>> wrote: Dear Bruce, As someone who has spent some time combing through the different responses that ICANN files to the various DIDP requests, my findings are slightly different, and have been posted earlier. While ICANN does link one to an innumerable array of documents that are publicly available, many times, there is little or no connection between the information one seeks and the publicly available documents that are provided. For instance, I have asked a few questions on registrar/registry audits, specifically seeking individual contracted party audit reports in cases where there have been breaches or discrepancies. However, the response contains a large number of links explaining ICANN's three-year-audit process in great detail, and at the end has a rejection of my actual request on the basis of certain of their extremely vast and broad grounds for non-disclosure. I like to refer to this as ICANN's tendency towards documentary obfuscation where they aren't actually giving you the information that you need, but are drowning you in documents anyway. That 66 is a figure that we might need to scrutinise closer in terms of how effective those disclosures actually have been. Warm Regards Padmini Programme Associate, Internet Governance Centre for Internet and Society, Bangalore, India
Padmini Baruah V Year, B.A.LL.B. (Hons.) NLSIU, Bangalore
On Thu, Oct 29, 2015 at 12:16 PM, Bruce Tonkin <Bruce.Tonkin@melbourneit.com.au <mailto:Bruce.Tonkin@melbourneit.com.au><mailto:Bruce.Tonkin@melbourneit.com.au>> wrote: Hello Greg,
6333. The accounting books and records and minutes of proceedings
of the members and the board and committees of the board shall be open to inspection upon the written dem and on the corporation of any member at any reasonable time, for a purpose reasonably related to such person's interests as a member.
The minutes are basically published today. The only minutes apparently that are not posted are compensation committee minutes – but even then we could at least note the items discussed without necessarily disclosing some personal information.
With regard to financials– we are already moving towards the same standards as publicly listed companies in the USA. We now provide quarterly financial reporting, and a quarterly call where the community can question the CEO and the CFO on the income and expenditure. It would not be normal to provide people with access to the raw accounting system (in this case Great Plains) – which would include information on payments to all staff etc.
We do use an ex ternal auditor to validate our financials and processes once per year.
If there is a community concern about a particular financial matter (e.g concern about whether procurement policies were being followed) – then I think it would be more appropriate if the single legal entity that represents the community powers has the right to appoint an external auditor to validate any particular process or numbers and report back to the community. Audit firms have the appropriate skills to analyse financial accounting records and also have appropriate procedures in place for confidentiality.
I think we should be focussing on improving the processes we already have. I advocated moving to quarterly financial reporting, and I have certainly been a strong advocate of making things as public as possible, and welcome suggestions for improving our processes.
Regards , Bruce Tonkin
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Hi, Will try to clarify one more time. The CCWG is currently not setting processes based on "trust" that's why all the enforcement rigmarole was put in place. So it's kind of mute to say transparency processes would be expected to be followed "innocently". When processes are not followed(including those related to transparency), enforcement mechanisms kicks in the escalation path including spilling the board. I hope that helps. Cheers! Sent from my Asus Zenfone2 Kindly excuse brevity and typos. On 31 Oct 2015 12:28, "parminder" <parminder@itforchange.net> wrote:
On Saturday 31 October 2015 03:52 AM, Seun Ojedeji wrote:
Hi,
I have no idea why you said this, I for one am in support of inspection rights in WS1 but it's a different ball game trying to address entire transparency in WS1 at this time. It's also incorrect to say we should bring transparency to WS1 because of the move from membership model.
I really have no idea why people tie transparency to models as they are just processes that needs to be set and followed.
Seun, you really think transparency is just some processes that get set and followed, rather innocently!!??
In India, activists got the right to information after a long struggle and it is considered as perhaps the biggest gain in citizen power since we become a democracy (maybe other than local self governance systems instituted in the 80s). Every month we hear news of right to information activists being murdered become they exercised this important political tool ( see https://en.wikipedia.org/wiki/Attacks_on_RTI_activists_in_India ). And you think this kind of a thing is just nothing! it is high time that those who purport to represent civil society, or the otherwise unrepresented, in ICANN develop a closer alignment with civil society outside ICANN and begin understanding power and politics in a manner that is required to so represent the unrepresented.
How easily purported people's representation is getting coopted in maintaining the economic and political status quo of Internet governance fills one with despair. No personal attributions, but in my political opinion, this has quite fallen to the level of a full-scale scandal, and requires some urgent intervention and remedy.... parminder
Regards
Sent from my Asus Zenfone2 Kindly excuse brevity and typos. On 30 Oct 2015 19:49, "parminder" <parminder@itforchange.net> wrote:
After opposing greater accountability of ICANN through a membership based model, ALAC leadership seems also eager to *not* support increased transparency.... (Now, please dont cite technical reasons, people normally employ 'technical reasons' and 'facts' in pursuance of what they want accomplished and not against it)
And ALAC is supposed to be the representative of the 'outsiders'.....A really strange world, i'd say!
parminder
-------- Forwarded Message -------- Subject: Re: [CCWG-ACCT] Transparency recap (Was: Contribution on Transparency Reforms for CCWG) Date: Fri, 30 Oct 2015 14:17:44 +0000 From: Alan Greenberg <alan.greenberg@mcgill.ca> <alan.greenberg@mcgill.ca> To: Chris Disspain <ceo@auda.org.au> <ceo@auda.org.au>, Schaefer, Brett <Brett.Schaefer@heritage.org> <Brett.Schaefer@heritage.org> CC: accountability-cross-community@icann.org <accountability-cross-community@icann.org> <accountability-cross-community@icann.org>
Transparency is needed, but the CCWG identified this as a WS2 issue. Yes, when we were talking about membership, some of this automatically would be provided, but it was not de facto a WS1 issue. To add it now is mission creap. -- Sent from my mobile. Please excuse brevity and typos.
On October 30, 2015 11:34:29 AM GMT+00:00, Chris Disspain <ceo@auda.org.au> <ceo@auda.org.au> wrote:
I disagree. I do not believe there is yet consensus.
I am not in favour of any ‘rights’ other than the enforcement rights already agreed being given to the designator. I have no issue with the right of inspection being given to the SOs and ACs pursuant to an agreed level of consensus.
Cheers,
Chris Disspain | Chief Executive Officer
.au Domain Administration Ltd
T: +61 3 8341 4111 <%2B61%203%208341%204111> | F: +61 3 8341 4112
E: ceo@auda.org.au | W: www.auda.org.au
auDA – Australia’s Domain Name Administrator
*Important Notice* *- *This email may contain information which is confidential and/or subject to legal privilege, and is intended for the use of the named addressee only. If you are not the intended recipient, you must not use, disclose or copy any part of this email. If you have received this email by mistake, please notify the sender and delete this message immediately. Please consider the environment before printing this email.
On 30 Oct 2015, at 22:25 , Schaefer, Brett <Brett.Schaefer@heritage.org> wrote:
Matthieu,
I may be wrong, but based on the comments on the list and in Dublin that there is broad agreement, I would even say consensus, that the right to inspect needs to be granted to the designator.
The discussion recently has focused on how much of the other transparency provisions to bring forward to WS1. I and others think a substantial amount, others disagree. If a compromise or centrist position is being sought, I suggest it that it focus on these items of dispute.
Thanks,
Brett
________________________________ Brett Schaefer Jay Kingham Senior Research Fellow in International Regulatory Affairs Margaret Thatcher Center for Freedom Davis Institute for National Security and Foreign Policy The Heritage Foundation 214 Massachusetts Avenue, NE Washington, DC 20002 202-608-6097 heritage.org<http://heritage.org/>
On Oct 30, 2015, at 5:24 AM, Edward Morris <egmorris1@toast.net< mailto:egmorris1@toast.net <egmorris1@toast.net>>> wrote:
Mathieu,
Thank you very much for this post. I want to succinctly thank the Chairs for their exemplary leadership on this issue, express my support for their rational, considered, centered and measur ed approach to transparency and inspection issues, and express my full support for the approach indicated, with work beyond the transposing of certain provisions from the old reference model into into the new reference model to be tackled in work stream 2. It is an approach between the two extremes recently debated on list and as a centrist in most things in life find it a reasonable way forward that should provide us with the best opportunity to get this done right. Thanks again.
Best,
Ed Morris
Sent from my iPhone
On Oct 30, 2015, at 8:15 AM, Mathieu Weill <mathieu.weill@afnic.fr< mailto:mathieu.weill@afnic.fr <mathieu.weill@afnic.fr>>> wrote:
Dear Colleagues,
First of all many thanks to all of you wh o have been working hard on this issue. We are well aware of your efforts to find an approach that would be acceptable to all on this question.
Regarding transparency discussions, I would like to remind everyone of the content and conclusions of our discussions on Transparency in the Sole Designator model while we were in Dublin.
- Our lawyers have confirmed that the same level of transparency could be achieved in the Sole Designator model as with the Sole Member, by adding a specific provision to the Bylaws enabling the Sole Designator to inspect Ican’s accounting books and records.
- In response to a concern raised by Sam Eisner about public disclosure of such documents, we discussed how we could use the same type of provision that we had agreed on for the AoC reviews as a safeguard (see below the relevant extract from the AoC section, provided by Steve del Bianco)
- There was a debate about whether or not extra provisions for transparency were needed in Work stream 1, considering that we have agreement that the topic is on the WS2 agenda. There was no formal conclusion.
Thomas did conclude by saying “So that’s one action item for our group to set up a subteam to define the exact language and extent to which a transparency is required.â€
In terms of way forward, given the input we have received, I believe the question is whether transparency provisions, beyond the records inspection rights, fit with our agreed definition of Work stream 1, and whether the level of consensus on the extra provisions at this stage is sufficient.
I would note that, with the group’s input, our WS2 initiative would already be well advanced. It might be possible to launch it very soon after we have submitted our WS1 recommendations if that is the path we take.
Best, Mathieu
For your reference : Full transcript --> https://community.icann.org/download/attachments/56143884/Transcript%20CCWG%... Slide-deck --> https://community.icann.org/download/attachments/56143884/CCWG-Accountabilit...
page 75 of AoC reviews as part of WS1. Confidential Disclosure to Review Teams: To facilitate transparency and openness regarding ICANN's deliberations and operations, the Review Teams, or a subset thereof, shall have access to ICANN internal information and documents. If ICANN refuses to reveal documents or information requested by the Review Team, ICANN must provide a justification to the Review Team. If the Review Team is not satisfied with ICANN’s justification, it can appeal to the Ombudsman and/or the ICANN Board for a ruling on the disclosure request.
For documents and information that ICANN does disclose to the Review Team, ICANN may designate certain documents and information as not for disclosur e by the Review Team, either in its report or otherwise. If the Review Team is not satisfied with ICANN’s designation of non-disclosable documents or information, it can appeal to the Ombudsman and/or the ICANN Board for a ruling on the non-disclosure designation.
A confidential disclosure framework shall be published by ICANN. The confidential disclosure framework shall describe the process by which documents and information are classified, including a description of the levels of classification that documents or information may be subject to, and the classes of persons who may access such documents and information.
The confidential disclosure framework shall describe the process by which a Review Team may request access to documents and information that are designated as classified or restricted access.
The confidential disclosure framework shall also describe the provisions of any non-discl osure agreement that members of a Review Team may be asked to sign.
The confidential disclosure framework must provide a mechanism to escalate and/or appeal the refusal to release documents and information to duly recognized Review Teams.
De : accountability-cross-community-bounces@icann.org< mailto:accountability-cross-community-bounces@icann.org <accountability-cross-community-bounces@icann.org>> [ mailto:accountability-cross-community-bounces@icann.org <accountability-cross-community-bounces@icann.org>] De la part de Kieren McCarthy Envoyé : jeudi 29 octobre 2015 15:58 À : Padmini Cc : accountability-cross-community@icann.org< mailto:accountability-cross-community@icann.org <accountability-cross-community@icann.org>> Objet : Re: [CCWG-ACCT] Contribution on Transparency Reforms for CCWG
I have to agree with Padmini on this one re: DIDP and being "able to refer the requestor to documents already publicly available".
The information provided is often tangential to what has actually been asked for. In quite a few cases it is so far removed from the query that it is almost obnoxious.
I don't know why Board members have such a blind spot about how the staff behaves to those outside the corporation.
And I'm still waiting to hear a Board member - any Board member - announce that they have decided to look into the staff's bylaw-breaking behavior in the .africa application.
If I was on the Board and I heard that th e entire process was being jeopardized by staff wrongly interfering in the process (and then lying about doing so), I'd make sure the community knew I was doing my job and insist on some kind of internal review of what happened and what could be done to make sure it didn't happen again.
But instead we get silence and fantasy responses like these ones from Bruce about how the DIDP works and the effectiveness of ICANN's financial reporting systems.
Kieren
On Thu, Oct 29, 2015 at 5:41 AM, Padmini <pdmnbaruah@gmail.com< mailto:pdmnbaruah@gmail.com <pdmnbaruah@gmail.com>>> wrote: Dear Bruce, As someone who has spent some time combing through the different responses that ICANN files to the various DIDP requests, my findings are slightly different, and have been posted earlier. While ICANN does link one to an innumerable array of documents that are publicly available, many times, there is little or no connection between the information one seeks and the publicly available documents that are provided. For instance, I have asked a few questions on registrar/registry audits, specifically seeking individual contracted party audit reports in cases where there have been breaches or discrepancies. However, the response contains a large number of links explaining ICANN's three-year-audit process in great detail, and at the end has a rejection of my actual request on the basis of certain of their extremely vast and broad grounds for non-disclosure. I like to refer to this as ICANN's tendency towards documentary obfuscation where they aren't actually giving you the information that you need, but are drowning you in documents anyway. That 66 is a figure that we might need to scrutinise closer in terms of how effective those disclosures actually have been. Warm Regards Padmini Programme Associate, Internet Governance Centre for Internet and Society, Bangalore, India
Padmini Baruah V Year, B.A.LL.B. (Hons.) NLSIU, Bangalore
On Thu, Oct 29, 2015 at 12:16 PM, Bruce Tonkin < Bruce.Tonkin@melbourneit.com.au<mailto:Bruce.Tonkin@melbourneit.com.au <Bruce.Tonkin@melbourneit.com.au>>> wrote: Hello Greg,
6333. The accounting books and records and minutes of proceedings
of the members and the board and committees of the board shall be open to inspection upon the written dem and on the corporation of any member at any reasonable time, for a purpose reasonably related to such person's interests as a member.
The minutes are basically published today. The only minutes apparently that are not posted are compensation committee minutes – but even then we could at least note the items discussed without necessarily disclosing some personal information.
With regard to financials– we are already moving towards the same standards as publicly listed companies in the USA. We now provide quarterly financial reporting, and a quarterly call where the community can question the CEO and the CFO on the income and expenditure. It would not be normal to provide people with access to the raw accounting system (in this case Great Plains) – which would include information on payments to all staff etc.
We do use an ex ternal auditor to validate our financials and processes once per year.
If there is a community concern about a particular financial matter (e.g concern about whether procurement policies were being followed) – then I think it would be more appropriate if the single legal entity that represents the community powers has the right to appoint an external auditor to validate any particular process or numbers and report back to the community. Audit firms have the appropriate skills to analyse financial accounting records and also have appropriate procedures in place for confidentiality.
I think we should be focussing on improving the processes we already have. I advocated moving to quarterly financial reporting, and I have certainly been a strong advocate of making things as public as possible, and welcome suggestions for improving our processes.
Regards , Bruce Tonkin
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participants (4)
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gbruen＠knujon.com -
Karl Auerbach -
parminder -
Seun Ojedeji