1a. Full name of the nominee: Rita Rodin

1b. E-mail address of the nominee: RRODIN@skadden.com

1c. Country of citizenship of nominee:  USA

2a. Full name of the nominator: Chuck Gomes

2b. E-mail address of the nominator: cgomes@verisign.com

 

Description of Qualifications

 

Bylaws, Article VI, Section 3, Criteria for Selection of Directors

 

Rita was selected as an ICANN Director in 2005 by the GNSO because she was deemed to meet the requisite qualifications as detailed in the Bylaws.  During her first term as a director, the original assessment of her qualifications has been strongly reinforced by her performance as a Board member.

 

Her primary responsibility as director is her fiduciary responsibilities to the ICANN Corporation.  Throughout her first term, she has been a key contributor in the Board’s decision-making processes.  While I am sure that Rita, just like all directors in such a diverse environment, has made some decisions with which some may disagree, there is absolutely no basis for questioning her integrity in any of those decisions.  She grappled hard with some of the decisions but carefully weighed all the facts and came to conclusions that she was convinced were the best for ICANN and for the community.

 

Her openness has been demonstrated by her willingness to discuss issues with anyone, including many cases where she sought out opposing views. Her objectivity has been shown by the fact that she would raise competing view points during deliberations and always tried to motivate collaboration that would lead to win-win solutions.

 

Based on her previous experience, we knew from the start that she had an excellent understanding of both ICANN’s mission and the Internet community that ICANN serves.  And that understanding has been used repeatedly in support of sound decision-making by the Board.

 

From a GNSO perspective, Rita is one of just a handful of directors who have first hand knowledge about several critical areas:

• The operation of registries and registrars
• Policy development procedures (e.g., she provided drafting assistance for the UDRP and helped draft the first GNSO PDP; I won’t hold the latter against her!)
• Intellectual property and privacy rights
• International business issues
• Contract law and contract negotiations.

At the same time, even though she has special expertise and interest in the above areas, there is no evidence indicating that she favored stakeholders in one area over another.  She sought input from all sides and evaluated data from various and competing sources before making decisions.

 

Whereas her role on the Board is not to represent the GNSO, she has done the following that have been of great benefit to the GNSO:

·         Helped fellow directors in understanding gTLD issues and processes

·         Participated in many GNSO Council meetings

·         Met regularly with leaders of the GNSO Council to listen and to communicate.

 

Bylaws, Article VI, Section 4, Additional Qualifications

 

Note, as defined in this section that Rita is NOT:

• An official or employee of a national government or a multinational entity
• Serving in any capacity (including as a liaison) on any Supporting Organization Council
• Serving in any capacity on the Nominating Committee.

 

Bylaws, Article VI, Section 5, International Representation

 

Regarding international representation:

• As a citizen of the United States, Rita comes from a different geographical region than Bruce Tonkin, the other GNSO elected director, who comes from the Asia Pacific region.
• In her private work as a partner in Skadden’s Intellectual Property and Technology and Internet and E-Commerce practices, Rita’s responsibilities include structuring and negotiating domestic and international transactions with a focus on technology and trademarks; she has handled matters for companies ranging from startups to global institutions.

 

Conclusion

 

Regardless of a director’s qualifications, he or she can only be effective through consistent and active participation in Board and community activities.  Rita has done this well, including remote participation when limited by physical injuries caused by an accident.

 

Regarding Board activity, Rita is currently serving on the following Board committees:

• Audit Committee
• Board Governance Committee (including the GNSO Improvements working group)
• Reconsideration Committee
• Executive Committee.

 

There is a learning curve for new directors on any board.  Considering Rita’s outstanding performance and active role on the current Board, it would be unfortunate to lose the advantages of continuity of her service by not re-electing her to a second term.