Hello All, While we consider the election of a person to the ICANN Board and also consider how to improve our own processes through the GNSO review, it is worth reflecting on some of the weaknesses and strengths of the ICANN governance model. This representational model applies effectively to both the ICANN Board and the GNSO Council. There was a good article on this topic by Lynn Ralph and Alan Cameron in the June 2006 issue of the Australian Institute of Company Directors (AICD) magazine. See below for some extracts from the article. Regards, Bruce Tonkin Failings ======== "What are the typical failings of representative boards? First and perhaps most important, is a lack of critical skills and experience, including in many cases, experience as directors. Removing the ability to consider composition of the board from an organisational perspective will inevitably produce gaps, and perhaps the most dangerous one of these is lack of an effective, independent chairman. Second, and also quite common, is the tension between the directors' obligations to the company and their commitments to at least some of the goals of the constituency. This often exhibits itself in conflicts between the need for a board to operate in confidence and demands from constituencies for reporting back. Conflict of interest management is critical here, as inevitably all directors appointed by a constituency have some degree of conflict. The distinction between delegates, those appointed to ascertain and act on the instructions of the constituency, and representatives, those appointed to an office to make up their own mind on issues in the interest of the organisation, is not well understood. Third, and often as a direct result of these boards being quite large, are poor group dynamics - factionalism, caucusing, or defending prior positions as opposed to productive discussion. Even messier are governing bodies which have split into two (or more) due to the large number of constituencies, resulting in the confusion of roles and responsibilities. Fourth, is a common confusion around the respective accountabilities of the board and management, as current customers/users often lack the ability to see the appropriate boundaries to their role. Simple enthusiasm for a cause can make representative directors more likely to assume hands-on roles and inevitably slide into micro-management. Finally, constituencies can fail to monitor the performance of their appointee once the appointment has been made, resulting in reduced individual accountability." Strengths ========= "Firstly, representative boards can have a number of important strengths. Where directors are personally connected to the industry, cause or activity, they typically are enthusiastic and committed contributors. On boards where the representatives come from a range of constituencies, a healthy diversity of views and experience is certainly possible. Having directors who are respected within their constituencies can provide credibility and ownership amongst stakeholders, Such directors should be more likely to be able to predict whether management strategies and proposals will be acceptable to stakeholders." "There are a number other strategies which can be employed to counter-balance the structurally generated weaknesses of representative boards. First, a strong strategic framework with clearly articulated targets and outcomes will provide the framework for decision-making, without which the risk of falling back on special interests emerges. Secondly, setting out clear board operating protocols - by that we mean not just the standard role of the board vs. management, but also those informal, usually unspoken, rules of engagement about "how we do things here" that make a board work or otherwise. In this category, we would put issues around solidarity, confidentiality, and the authority of the chair. Also included in this should be conscious strategies to improve group dynamics. Thirdly, extensive director induction should be introduced to accelerate effectiveness, whether this means industry training or general director education. Finally, accountability mechanisms should be implemented to ensure well meaning but underperforming directors either lift their game and/or are managed off; formal, independent board and individual director reviews play a critical role here.