Thanks Jonathan

I agree - I don't think we have discussed this as fully as we should have.  Chair independence is plain and simple best practice in corporate governance and it would be mistake not to structure PTI in a way that best practice is followed.  There are ways of addressing this:

1.  Go back to the language in the version of the bylaws that are out for comment: "be selected from among the Nominating Committee Directors by a majority of the Directors then in office".  The concerns with this seemed to be whether either of the Nomcom directors would be qualified to be Chair.  This could be solved through the NomCom requiring Board chair skills of the candidates (or at least one) and/or through the Nomcom differentiating between the two roles they are filling.

2.  Stay with the current approach but structure the selection of the Chair in a manner that ensures the best possible "balance" by adding a qualifer to the majority such as "with at least one ICANN director (non-President) and one NomCom director voting in favor" for example.

(My personal preference is for option 1.)

I would note that this issue of independence is all the more important given that in the current draft ICANN Directors are not limited in the number of consecutive terms they can sit (which by the way should not be the case and I would argue the CWG should require that the Board consecutive term limits are identical for Nomcom and ICANN Directors (2 x 3 years)) and as a consequence a Chair that is an ICANN Director could be in situ for a considerable period of time.  

Matthew

All,

 

At the previous meeting of the CWG, Christopher Wilkinson raised his significant concern about the (CWG) proposed change in the bylaws to reflect that the PTI chair need not be selected from the Nom Com appointees.

 

A chairperson of the Board (the “Chairperson”) shall be elected annually and should be selected from among the Nominating Committee Directors by a majority of the Directors then in office.  The President shall not be the Chairperson. 

 

Lise & I looked back into this point and we note that this change was introduced recently to the CWG (meetings 82 & 83), reflecting a concern with limiting the slate of potential chairs to only the Nom Com nominated directors, when there could be better qualified candidates from the ICANN nominated directors. Note further that the CWG proposal does not specify this point, Sidley did not oppose it and, unlike other similar points, CWG participants did not raise any objection or support at either meeting 82 or 83. It seemed to go un-noticed by CWG participants. Furthermore, a key point for the CWG co-chairs, as proposed initial directors, is that we could be seen to have a conflict of interest (motivation to limit the slate for chair to ourselves), and so we need to be sensitive to this aspect of the discussion.

 

Therefore, if anyone else feels strongly about this, and assuming so, particularly if they are able to rapidly suggest any pragmatic alternatives which potentially balance the concerns, that may be helpful.

 

Please be acutely aware that our comments on the PTI Bylaws are due in today.

 

Thank-you,

 

 

Lise & Jonathan

 

 

 

From: Jonathan Robinson [mailto:jrobinson@afilias.info]
Sent: 11 August 2016 09:09
To: cwg-stewardship@icann.org
Subject: FW: [client com] CWG Comment Letter - PTI Bylaws

 

All,

 

Please be  aware of the latest version of the CWG comment letter.

 

Please note Sharon Flannigan’s comments below including that the Public Comment period closes later today.

 

Thank-you.

 

 

Jonathan

 

From: Flanagan, Sharon [mailto:sflanagan@sidley.com]
Sent: 10 August 2016 07:21
To: 'Client Committee' <cwg-client@icann.org>
Subject: [client com] CWG Comment Letter - PTI Bylaws

 

Dear Client Committee,

 

Attached is a revised draft of the CWG comment letter on the PTI bylaws.  As noted previously, we have updated the letter to address the appointment of the initial independent PTI directors.  We also understand that the Nominating Committee will be prepared to begin nominating the two independent PTI directors in 2017 (rather than waiting until 2018 or 2019). These changes are reflected in Sections 4 and 5 of the draft comment letter and in Sections 5.2.2 and 5.5.1 of the revised bylaws.

 

We note that strategy/budget still needs to be finalized in the letter and the draft bylaws.

 

As a reminder, the comment letter is due Thursday, August 11.

 

Best regards,

Sharon

 

 

 

SHARON R. FLANAGAN


SIDLEY AUSTIN LLP
+1 415 772 1271
sflanagan@sidley.com

 

 

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Matthew Shears
Global Internet Policy and Human Rights
Center for Democracy & Technology (CDT)
+ 44 771 2472987