The matter may be nothing more than a review/revision to Article VI, Section 6 of the ICANN Bylaws.  Here is the text:

Section 6. DIRECTORS' CONFLICTS OF INTEREST
The Board, through the Board Governance Committee, shall require a statement from each Director not less frequently than once a year setting forth all business and other affiliations that relate in any way to the business and other affiliations of ICANN. Each Director shall be responsible for disclosing to ICANN any matter that could reasonably be considered to make such Director an "interested director" within the meaning of Section 5233 of the California Nonprofit Public Benefit Corporation Law ("CNPBCL"). In addition, each Director shall disclose to ICANN any relationship or other factor that could reasonably be considered to cause the Director to be considered to be an "interested person" within the meaning of Section 5227 of the CNPBCL. The Board shall adopt policies specifically addressing Director, Officer, and Supporting Organization conflicts of interest. No Director shall vote on any matter in which he or she has a material and direct financial interest that would be affected by the outcome of the vote.

This speaks to the here-and-now, hard-and-fast potential conflict, but it is silent on whether there is an appropriate period of time after a Board member departs before taking a job that materially benefits from having been on the Board.

If the question were put in the form of a proposal to make such a modification (not a bad idea in light of the Board's recent decisions on contracts and gTLDs which have increase the financial stakes of being involved in ICANN), we might be able to have a substantive conversation.

My thought.

Cheers,

Berard
-------- Original Message --------
Subject: RE: [council] Topic for Senegal Board-GNSO Council Meeting
From: "Jonathan Robinson" <jonathan.robinson@ipracon.com>
Date: Tue, July 19, 2011 10:42 am
To: "'GNSO Council List'" <council@gnso.icann.org>

It was news to me.  Was it common knowledge or rumour well in advance of the announcement?
 
Jonathan
 
From: owner-council@gnso.icann.org [mailto:owner-council@gnso.icann.org] On Behalf Of William Drake
Sent: 19 July 2011 10:50
To: GNSO Council List
Subject: Re: [council] Topic for Senegal Board-GNSO Council Meeting
 
Hi Jonathan,
 
They redirected and Council failed to push back.  I actually thought it was pretty impressively executed.  
 
Was the PDT news a surprise to anyone?  I had assumed this was precisely what Kristina wanted to talk about…
 
Bill
 
On Jul 19, 2011, at 11:35 AM, Jonathan Robinson wrote:


My perspective on the board discussion in Singapore was that it was very unsatisfactory.
 
We went down the path of discussing or possibly the board responded by discussing the issues around confidential information and the effectiveness or not of staff contracts in dealing with this.
 
My understanding was that the issue we had intended to discuss was conflicts of interest, particularly for ICANN board and senior staff / executive management, and what if any, effective corporate governance was in place to manage and deal with this.
 
If I am correct in my understanding, we were either insufficiently clear in communicating our topic of discussion or alternatively, the board was unwilling or unable to discuss it. Regardless, I agree with Stéphane that there was a distinct sense of “closed topic”.
 
The big question really revolves around corporate governance best practice at ICANN.  How well is this understood, managed and kept current?
 
Trust that this input provides a little further insight.
 
Best wishes,
 
 
Jonathan
 
From: owner-council@gnso.icann.org [mailto:owner-council@gnso.icann.org] On Behalf Of Stéphane Van Gelder
Sent: 19 July 2011 07:14
To: Rosemary Sinclair
Cc: Rosette, Kristina; council@gnso.icann.org
Subject: Re: [council] Topic for Senegal Board-GNSO Council Meeting
 
I agree that clarifications would be useful here.
 
We discussed the revolving door issue with the Board in Singapore. I don't know about others, but I got the feeling the Board felt that all that there was to say on the subject had been said.
 
Of course at the time we were talking about ICANN Staff, not Board members.
 
So Kristina and others, if you could be more specific on the actual wording of the topic you are requesting for the Dakar agenda, I'm sure that would be useful to Jeff, who is handling our agenda for Dakar.
 
Thanks,
 
Stéphane
 
 
 
Le 19 juil. 2011 à 00:12, Rosemary Sinclair a écrit :



Hi Kristina et al
 
Would you mind giving us some more background on the concerns here?
 
I might not be thinking about the right problem...
 
Thanks
Rosemary

Sent from my iPhone

On 19/07/2011, at 12:12 AM, "Rosette, Kristina" <krosette@cov.com> wrote:
I'd like to see the revolving door topic on the agenda again, please.
 
 
 


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