Sorry chuck must have missed that one! But yes I think that this is a very important question and one that needs to be very carefully considered, as a group I think we would need very serious concrete reasons to have a PTI staff member sit on the board, it creates governance worries and some serious conflict of interest risks in my opinion. Hence to my knowledge it generally not being standard practice. -James From: Gomes, Chuck [mailto:cgomes@verisign.com] Sent: Monday, June 15, 2015 9:16 PM To: James Gannon; Greg Shatan; cwg-stewardship@icann.org; Client Subject: RE: [CWG-Stewardship] [client com] PTI Board Composition: IANA Managing Director James, I find it particularly interesting that you bring this up. When we discussion the possible composition of the PTI Board several weeks ago, I think I was the only one who expressed reservations about having a PTI employee on the Board and, because everyone else seemed to be okay with that, I dropped it. Chuck From: cwg-stewardship-bounces@icann.org<mailto:cwg-stewardship-bounces@icann.org> [mailto:cwg-stewardship-bounces@icann.org] On Behalf Of James Gannon Sent: Monday, June 15, 2015 4:08 PM To: Greg Shatan; cwg-stewardship@icann.org<mailto:cwg-stewardship@icann.org>; Client Subject: Re: [CWG-Stewardship] [client com] PTI Board Composition: IANA Managing Director Greg, With regards to questions 3, 4 and 6: As a matter of good governance practice I would have serious concerns about an employee of PTI sitting on the board of PTI with the exception of the CEO ex officio. I would appreciate input from others but certainly in Ireland and France where I’ve sat on boards it’s would not be considered an acceptable practice. And I agree I haven’t seen this issue discussed and any advice on best practice given to date. -James From: cwg-client-bounces@icann.org<mailto:cwg-client-bounces@icann.org> [mailto:cwg-client-bounces@icann.org] On Behalf Of Greg Shatan Sent: Monday, June 15, 2015 8:15 PM To: cwg-stewardship@icann.org<mailto:cwg-stewardship@icann.org>; Client Subject: [client com] PTI Board Composition: IANA Managing Director All: In the course of discussing the composition of the "inside" (controlled) PTI Board, I believe we have stated that three seats would be appointed by ICANN, with two being unspecified ICANN employees and one being the "IANA Managing Director." I've been asked to clarify who this IANA Managing Director is (since this title does not currently exist). Specifically: 1. Will the IANA Managing Director be an employee of ICANN or of PTI? 2. Is this intended to be the person in the role currently held by Elise Gerich (currently a VP of ICANN for IANA and Technical Operations)? 3. If this person is an employee of PTI and not ICANN, does that still qualify for purposes of making it an inside board (keeping in mind that ICANN does not "own" PTI, and that the only reason this person is controlled by ICANN is because ICANN controls PTI (which creates a circularity of reasoning))? 4. Can this person be an employee of ICANN and PTI (at least so that question 3 is resolved)? Some next level questions: 5. Why are we calling this person a "Managing Director," which is not commonly used in US non-profit corporations to my experience? (The typical senior board-appointed offices are President, Vice President, Secretary and Treasurer. Managing Director seems to show up primarily in investment banks and other financial services entities. If this person is intended to be at the helm of PTI, we should use the term President.) 6. How will the board handle matters related to this person (compensation, etc.)? If she recuses herself, there will only be 4 directors voting. I look forward to clarification and apologize if this is clear somewhere and I missed it. Greg

Hey Avri, Yes I meant that the CEO would be on the board ex officio as a result of being the CEO, by that as clarification I meant that I think the CEO of PTI should sit on the board as it's not a requirement for that to be the case. My preference would be that the CEO of PTI be in a non-voting seat yes. Yes would like to see how other similar orgs handle these questions. -James -----Original Message----- From: cwg-stewardship-bounces@icann.org [mailto:cwg-stewardship-bounces@icann.org] On Behalf Of Avri Doria Sent: Monday, June 15, 2015 9:19 PM To: cwg-stewardship@icann.org Subject: Re: [CWG-Stewardship] [client com] PTI Board Composition: IANA Managing Director Hi, A clarification, saying ex official means saying it is because of another role held. Do you also mean that this should be a non voting seat? I think you do, but want to make sure. I would note that ICANN has a voting CEO on its Board. Does ISOC? How about the RIRs? Just curious. avri On 15-Jun-15 16:07, James Gannon wrote:

Greg,

With regards to questions 3, 4 and 6:

As a matter of good governance practice I would have serious concerns about an employee of PTI sitting on the board of PTI with the exception of the CEO ex officio.

I would appreciate input from others but certainly in Ireland and France where I've sat on boards it's would not be considered an acceptable practice. And I agree I haven't seen this issue discussed and any advice on best practice given to date.

-James

*From:*cwg-client-bounces@icann.org [mailto:cwg-client-bounces@icann.org] *On Behalf Of *Greg Shatan *Sent:* Monday, June 15, 2015 8:15 PM *To:* cwg-stewardship@icann.org; Client *Subject:* [client com] PTI Board Composition: IANA Managing Director

All:

In the course of discussing the composition of the "inside" (controlled) PTI Board, I believe we have stated that three seats would be appointed by ICANN, with two being unspecified ICANN employees and one being the "IANA Managing Director." I've been asked to clarify who this IANA Managing Director is (since this title does not currently exist). Specifically:

1. Will the IANA Managing Director be an employee of ICANN or of PTI?

2. Is this intended to be the person in the role currently held by Elise Gerich (currently a VP of ICANN for IANA and Technical Operations)?

3. If this person is an employee of PTI and not ICANN, does that still qualify for purposes of making it an inside board (keeping in mind that ICANN does not "own" PTI, and that the only reason this person is controlled by ICANN is because ICANN controls PTI (which creates a circularity of reasoning))?

4. Can this person be an employee of ICANN _and_ PTI (at least so that question 3 is resolved)?

Some next level questions:

5. Why are we calling this person a "Managing Director," which is not commonly used in US non-profit corporations to my experience? (The typical senior board-appointed offices are President, Vice President, Secretary and Treasurer. Managing Director seems to show up primarily in investment banks and other financial services entities. If this person is intended to be at the helm of PTI, we should use the term President.)

6. How will the board handle matters related to this person (compensation, etc.)? If she recuses herself, there will only be 4 directors voting.

I look forward to clarification and apologize if this is clear somewhere and I missed it.

Greg

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Also, ICANN would need to have 3 voting seats to control the PTI Board and thus PTI, so a non-voting *ex officio * board member wouldn't work even if it was allowed. As to titles and such, the relevant statute is: 5213. (a) A corporation shall have a chair of the board, who may be given the title chair of the board, chairperson of the board, chairman of the board, or chairwoman of the board, or a president or both, a secretary, a treasurer or a chief financial officer or both, and any other officers with any titles and duties as shall be stated in the bylaws or determined by the board and as may be necessary to enable it to sign instruments. The president, or if there is no president the chair of the board, is the general manager and chief executive officer of the corporation, unless otherwise provided in the articles or bylaws. Unless otherwise specified in the articles or the bylaws, if there is no chief financial officer, the treasurer is the chief financial officer of the corporation. Any number of offices may be held by the same person unless the articles or bylaws provide otherwise, except that no person serving as the secretary, the treasurer, or the chief financial officer may serve concurrently as the president or chair of the board. Any compensation of the president or chief executive officer and the chief financial officer or treasurer shall be determined in accordance with subdivision (g) of Section 12586 of the Government Code, if applicable. (All that Section 12586 of the Government Code says is: (g) The board of directors of a charitable corporation or unincorporated association, or an authorized committee of the board, and the trustee or trustees of a charitable trust shall review and approve the compensation, including benefits, of the president or chief executive officer and the treasurer or chief financial officer to assure that it is just and reasonable. This review and approval shall occur initially upon the hiring of the officer, whenever the term of employment, if any, of the officer is renewed or extended, and whenever the officer’s compensation is modified. Separate review and approval shall not be required if a modification of compensation extends to substantially all employees. If a charitable corporation is affiliated with other charitable corporations, the requirements of this section shall be satisfied if review and approval is obtained from the board, or an authorized committee of the board, of the charitable corporation that makes retention and compensation decisions regarding a particular individual. On Mon, Jun 15, 2015 at 4:51 PM, James Gannon <james@cyberinvasion.net> wrote:

And a very quick follow-up to this it seems that ex-officio board members MUST be voting members under recent California nonprofit changes.

http://www.calnonprofits.org/publications/article-archive/377-new-law-as-of-...

-=James

-----Original Message----- From: cwg-stewardship-bounces@icann.org [mailto: cwg-stewardship-bounces@icann.org] On Behalf Of James Gannon Sent: Monday, June 15, 2015 9:39 PM To: avri@acm.org; cwg-stewardship@icann.org Subject: Re: [CWG-Stewardship] [client com] PTI Board Composition: IANA Managing Director

Hey Avri,

Yes I meant that the CEO would be on the board ex officio as a result of being the CEO, by that as clarification I meant that I think the CEO of PTI should sit on the board as it's not a requirement for that to be the case. My preference would be that the CEO of PTI be in a non-voting seat yes.

Yes would like to see how other similar orgs handle these questions.

-James

-----Original Message----- From: cwg-stewardship-bounces@icann.org [mailto: cwg-stewardship-bounces@icann.org] On Behalf Of Avri Doria Sent: Monday, June 15, 2015 9:19 PM To: cwg-stewardship@icann.org Subject: Re: [CWG-Stewardship] [client com] PTI Board Composition: IANA Managing Director

Hi,

A clarification, saying ex official means saying it is because of another role held.

Do you also mean that this should be a non voting seat? I think you do, but want to make sure.

I would note that ICANN has a voting CEO on its Board. Does ISOC? How about the RIRs? Just curious.

avri

On 15-Jun-15 16:07, James Gannon wrote:

...

Greg,

With regards to questions 3, 4 and 6:

As a matter of good governance practice I would have serious concerns about an employee of PTI sitting on the board of PTI with the exception of the CEO ex officio.

I would appreciate input from others but certainly in Ireland and France where I've sat on boards it's would not be considered an acceptable practice. And I agree I haven't seen this issue discussed and any advice on best practice given to date.

-James

*From:*cwg-client-bounces@icann.org [mailto:cwg-client-bounces@icann.org] *On Behalf Of *Greg Shatan *Sent:* Monday, June 15, 2015 8:15 PM *To:* cwg-stewardship@icann.org; Client *Subject:* [client com] PTI Board Composition: IANA Managing Director

All:

In the course of discussing the composition of the "inside" (controlled) PTI Board, I believe we have stated that three seats would be appointed by ICANN, with two being unspecified ICANN employees and one being the "IANA Managing Director." I've been asked to clarify who this IANA Managing Director is (since this title does not currently exist). Specifically:

1. Will the IANA Managing Director be an employee of ICANN or of PTI?

2. Is this intended to be the person in the role currently held by Elise Gerich (currently a VP of ICANN for IANA and Technical Operations)?

3. If this person is an employee of PTI and not ICANN, does that still qualify for purposes of making it an inside board (keeping in mind that ICANN does not "own" PTI, and that the only reason this person is controlled by ICANN is because ICANN controls PTI (which creates a circularity of reasoning))?

4. Can this person be an employee of ICANN _and_ PTI (at least so that question 3 is resolved)?

Some next level questions:

5. Why are we calling this person a "Managing Director," which is not commonly used in US non-profit corporations to my experience? (The typical senior board-appointed offices are President, Vice President, Secretary and Treasurer. Managing Director seems to show up primarily in investment banks and other financial services entities. If this person is intended to be at the helm of PTI, we should use the term President.)

6. How will the board handle matters related to this person (compensation, etc.)? If she recuses herself, there will only be 4 directors voting.

I look forward to clarification and apologize if this is clear somewhere and I missed it.

Greg

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Martin, Don't you think there would be other conflicts of interest besides remuneration where the PTI person would have to recuse herself/himself from voting, leaving only 4 members to vote? Chuck -----Original Message----- From: cwg-stewardship-bounces@icann.org [mailto:cwg-stewardship-bounces@icann.org] On Behalf Of Martin Boyle Sent: Monday, June 15, 2015 4:41 PM To: avri@acm.org; cwg-stewardship@icann.org Subject: Re: [CWG-Stewardship] [client com] PTI Board Composition: IANA Managing Director I'd see the term Managing Director in this case as the CEO role in the PTI. Ex Officio because it is the most senior person in the company and unlike other Board members, it is the post, not the person. And as CEO/MD, sure, the person should certainly have a vote except in things to do with their remuneration and bonus. Martin -----Original Message----- From: cwg-stewardship-bounces@icann.org [mailto:cwg-stewardship-bounces@icann.org] On Behalf Of Avri Doria Sent: 15 June 2015 21:19 To: cwg-stewardship@icann.org Subject: Re: [CWG-Stewardship] [client com] PTI Board Composition: IANA Managing Director Hi, A clarification, saying ex official means saying it is because of another role held. Do you also mean that this should be a non voting seat? I think you do, but want to make sure. I would note that ICANN has a voting CEO on its Board. Does ISOC? How about the RIRs? Just curious. avri On 15-Jun-15 16:07, James Gannon wrote:

Greg,

With regards to questions 3, 4 and 6:

As a matter of good governance practice I would have serious concerns about an employee of PTI sitting on the board of PTI with the exception of the CEO ex officio.

I would appreciate input from others but certainly in Ireland and France where I've sat on boards it's would not be considered an acceptable practice. And I agree I haven't seen this issue discussed and any advice on best practice given to date.

-James

*From:*cwg-client-bounces@icann.org [mailto:cwg-client-bounces@icann.org] *On Behalf Of *Greg Shatan *Sent:* Monday, June 15, 2015 8:15 PM *To:* cwg-stewardship@icann.org; Client *Subject:* [client com] PTI Board Composition: IANA Managing Director

All:

In the course of discussing the composition of the "inside" (controlled) PTI Board, I believe we have stated that three seats would be appointed by ICANN, with two being unspecified ICANN employees and one being the "IANA Managing Director." I've been asked to clarify who this IANA Managing Director is (since this title does not currently exist). Specifically:

1. Will the IANA Managing Director be an employee of ICANN or of PTI?

2. Is this intended to be the person in the role currently held by Elise Gerich (currently a VP of ICANN for IANA and Technical Operations)?

3. If this person is an employee of PTI and not ICANN, does that still qualify for purposes of making it an inside board (keeping in mind that ICANN does not "own" PTI, and that the only reason this person is controlled by ICANN is because ICANN controls PTI (which creates a circularity of reasoning))?

4. Can this person be an employee of ICANN _and_ PTI (at least so that question 3 is resolved)?

Some next level questions:

5. Why are we calling this person a "Managing Director," which is not commonly used in US non-profit corporations to my experience? (The typical senior board-appointed offices are President, Vice President, Secretary and Treasurer. Managing Director seems to show up primarily in investment banks and other financial services entities. If this person is intended to be at the helm of PTI, we should use the term President.)

6. How will the board handle matters related to this person (compensation, etc.)? If she recuses herself, there will only be 4 directors voting.

I look forward to clarification and apologize if this is clear somewhere and I missed it.

Greg

_______________________________________________ CWG-Stewardship mailing list CWG-Stewardship@icann.org https://mm.icann.org/mailman/listinfo/cwg-stewardship

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Thanks Martin. I understand that this is common practice. The reason this was more of a concern for me was that we are talking about a very small board; one director out of five who may frequently have conflicts is very different in my mind than one out of seven or nine or more directors. That said, I recognize that most in the CWG still support this approach and can live with that. Chuck -----Original Message----- From: Martin Boyle [mailto:Martin.Boyle@nominet.org.uk] Sent: Wednesday, July 01, 2015 4:24 AM To: Gomes, Chuck; avri@acm.org; cwg-stewardship@icann.org Subject: RE: [CWG-Stewardship] [client com] PTI Board Composition: IANA Managing Director Sorry Chuck, I missed this direct question and I can't even blame travelling. Yes, I'm sure that there are other areas where the senior post (let's call it a CEO for the moment) in PTI would need to recuse from voting, not least on issues associated with their own position. I'm sure we can find a list of areas where this would be good practice, but my point is that it is quite usual for a CEO to be a member of the Board of their company, subsidiary or otherwise, certainly in the UK. They should *not* be Chair (considered bad practice). In particular, for a Board whose sole responsibility has to be on ensuring that the PTI is meeting its obligations, it would seem to me to be completely unreasonable not to have the senior person in the company executive on the Board. Again apologies for (albeit accidentally) ignoring you. Martin -----Original Message----- From: Gomes, Chuck [mailto:cgomes@verisign.com] Sent: 15 June 2015 21:44 To: Martin Boyle; avri@acm.org; cwg-stewardship@icann.org Subject: RE: [CWG-Stewardship] [client com] PTI Board Composition: IANA Managing Director Martin, Don't you think there would be other conflicts of interest besides remuneration where the PTI person would have to recuse herself/himself from voting, leaving only 4 members to vote? Chuck -----Original Message----- From: cwg-stewardship-bounces@icann.org [mailto:cwg-stewardship-bounces@icann.org] On Behalf Of Martin Boyle Sent: Monday, June 15, 2015 4:41 PM To: avri@acm.org; cwg-stewardship@icann.org Subject: Re: [CWG-Stewardship] [client com] PTI Board Composition: IANA Managing Director I'd see the term Managing Director in this case as the CEO role in the PTI. Ex Officio because it is the most senior person in the company and unlike other Board members, it is the post, not the person. And as CEO/MD, sure, the person should certainly have a vote except in things to do with their remuneration and bonus. Martin -----Original Message----- From: cwg-stewardship-bounces@icann.org [mailto:cwg-stewardship-bounces@icann.org] On Behalf Of Avri Doria Sent: 15 June 2015 21:19 To: cwg-stewardship@icann.org Subject: Re: [CWG-Stewardship] [client com] PTI Board Composition: IANA Managing Director Hi, A clarification, saying ex official means saying it is because of another role held. Do you also mean that this should be a non voting seat? I think you do, but want to make sure. I would note that ICANN has a voting CEO on its Board. Does ISOC? How about the RIRs? Just curious. avri On 15-Jun-15 16:07, James Gannon wrote:

Greg,

With regards to questions 3, 4 and 6:

As a matter of good governance practice I would have serious concerns about an employee of PTI sitting on the board of PTI with the exception of the CEO ex officio.

I would appreciate input from others but certainly in Ireland and France where I've sat on boards it's would not be considered an acceptable practice. And I agree I haven't seen this issue discussed and any advice on best practice given to date.

-James

*From:*cwg-client-bounces@icann.org [mailto:cwg-client-bounces@icann.org] *On Behalf Of *Greg Shatan *Sent:* Monday, June 15, 2015 8:15 PM *To:* cwg-stewardship@icann.org; Client *Subject:* [client com] PTI Board Composition: IANA Managing Director

All:

In the course of discussing the composition of the "inside" (controlled) PTI Board, I believe we have stated that three seats would be appointed by ICANN, with two being unspecified ICANN employees and one being the "IANA Managing Director." I've been asked to clarify who this IANA Managing Director is (since this title does not currently exist). Specifically:

1. Will the IANA Managing Director be an employee of ICANN or of PTI?

2. Is this intended to be the person in the role currently held by Elise Gerich (currently a VP of ICANN for IANA and Technical Operations)?

3. If this person is an employee of PTI and not ICANN, does that still qualify for purposes of making it an inside board (keeping in mind that ICANN does not "own" PTI, and that the only reason this person is controlled by ICANN is because ICANN controls PTI (which creates a circularity of reasoning))?

4. Can this person be an employee of ICANN _and_ PTI (at least so that question 3 is resolved)?

Some next level questions:

5. Why are we calling this person a "Managing Director," which is not commonly used in US non-profit corporations to my experience? (The typical senior board-appointed offices are President, Vice President, Secretary and Treasurer. Managing Director seems to show up primarily in investment banks and other financial services entities. If this person is intended to be at the helm of PTI, we should use the term President.)

6. How will the board handle matters related to this person (compensation, etc.)? If she recuses herself, there will only be 4 directors voting.

I look forward to clarification and apologize if this is clear somewhere and I missed it.

Greg

_______________________________________________ CWG-Stewardship mailing list CWG-Stewardship@icann.org https://mm.icann.org/mailman/listinfo/cwg-stewardship

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Good points Martin. Chuck -----Original Message----- From: Martin Boyle [mailto:Martin.Boyle@nominet.org.uk] Sent: Wednesday, July 01, 2015 10:05 AM To: Gomes, Chuck; avri@acm.org; cwg-stewardship@icann.org Subject: RE: [CWG-Stewardship] [client com] PTI Board Composition: IANA Managing Director Given the role of the PTI Board - and I think we are both in line on this - I'd reckon that a small Board is best. (A Board with more members than the (current) IANA functions operator staff would be crazy.) I'd share your concerns should the PTI Board role go wider that the purely management-board responsibility of ensuring that the PTI was resourced to meet its role, was delivering according to contract, was making the necessary investments to meet expected demands, and was looking ahead to up-coming issues (strategic planning). Martin -----Original Message----- From: Gomes, Chuck [mailto:cgomes@verisign.com] Sent: 01 July 2015 14:11 To: Martin Boyle; avri@acm.org; cwg-stewardship@icann.org Subject: RE: [CWG-Stewardship] [client com] PTI Board Composition: IANA Managing Director Thanks Martin. I understand that this is common practice. The reason this was more of a concern for me was that we are talking about a very small board; one director out of five who may frequently have conflicts is very different in my mind than one out of seven or nine or more directors. That said, I recognize that most in the CWG still support this approach and can live with that. Chuck -----Original Message----- From: Martin Boyle [mailto:Martin.Boyle@nominet.org.uk] Sent: Wednesday, July 01, 2015 4:24 AM To: Gomes, Chuck; avri@acm.org; cwg-stewardship@icann.org Subject: RE: [CWG-Stewardship] [client com] PTI Board Composition: IANA Managing Director Sorry Chuck, I missed this direct question and I can't even blame travelling. Yes, I'm sure that there are other areas where the senior post (let's call it a CEO for the moment) in PTI would need to recuse from voting, not least on issues associated with their own position. I'm sure we can find a list of areas where this would be good practice, but my point is that it is quite usual for a CEO to be a member of the Board of their company, subsidiary or otherwise, certainly in the UK. They should *not* be Chair (considered bad practice). In particular, for a Board whose sole responsibility has to be on ensuring that the PTI is meeting its obligations, it would seem to me to be completely unreasonable not to have the senior person in the company executive on the Board. Again apologies for (albeit accidentally) ignoring you. Martin -----Original Message----- From: Gomes, Chuck [mailto:cgomes@verisign.com] Sent: 15 June 2015 21:44 To: Martin Boyle; avri@acm.org; cwg-stewardship@icann.org Subject: RE: [CWG-Stewardship] [client com] PTI Board Composition: IANA Managing Director Martin, Don't you think there would be other conflicts of interest besides remuneration where the PTI person would have to recuse herself/himself from voting, leaving only 4 members to vote? Chuck -----Original Message----- From: cwg-stewardship-bounces@icann.org [mailto:cwg-stewardship-bounces@icann.org] On Behalf Of Martin Boyle Sent: Monday, June 15, 2015 4:41 PM To: avri@acm.org; cwg-stewardship@icann.org Subject: Re: [CWG-Stewardship] [client com] PTI Board Composition: IANA Managing Director I'd see the term Managing Director in this case as the CEO role in the PTI. Ex Officio because it is the most senior person in the company and unlike other Board members, it is the post, not the person. And as CEO/MD, sure, the person should certainly have a vote except in things to do with their remuneration and bonus. Martin -----Original Message----- From: cwg-stewardship-bounces@icann.org [mailto:cwg-stewardship-bounces@icann.org] On Behalf Of Avri Doria Sent: 15 June 2015 21:19 To: cwg-stewardship@icann.org Subject: Re: [CWG-Stewardship] [client com] PTI Board Composition: IANA Managing Director Hi, A clarification, saying ex official means saying it is because of another role held. Do you also mean that this should be a non voting seat? I think you do, but want to make sure. I would note that ICANN has a voting CEO on its Board. Does ISOC? How about the RIRs? Just curious. avri On 15-Jun-15 16:07, James Gannon wrote:

Greg,

With regards to questions 3, 4 and 6:

As a matter of good governance practice I would have serious concerns about an employee of PTI sitting on the board of PTI with the exception of the CEO ex officio.

I would appreciate input from others but certainly in Ireland and France where I've sat on boards it's would not be considered an acceptable practice. And I agree I haven't seen this issue discussed and any advice on best practice given to date.

-James

*From:*cwg-client-bounces@icann.org [mailto:cwg-client-bounces@icann.org] *On Behalf Of *Greg Shatan *Sent:* Monday, June 15, 2015 8:15 PM *To:* cwg-stewardship@icann.org; Client *Subject:* [client com] PTI Board Composition: IANA Managing Director

All:

In the course of discussing the composition of the "inside" (controlled) PTI Board, I believe we have stated that three seats would be appointed by ICANN, with two being unspecified ICANN employees and one being the "IANA Managing Director." I've been asked to clarify who this IANA Managing Director is (since this title does not currently exist). Specifically:

1. Will the IANA Managing Director be an employee of ICANN or of PTI?

2. Is this intended to be the person in the role currently held by Elise Gerich (currently a VP of ICANN for IANA and Technical Operations)?

3. If this person is an employee of PTI and not ICANN, does that still qualify for purposes of making it an inside board (keeping in mind that ICANN does not "own" PTI, and that the only reason this person is controlled by ICANN is because ICANN controls PTI (which creates a circularity of reasoning))?

4. Can this person be an employee of ICANN _and_ PTI (at least so that question 3 is resolved)?

Some next level questions:

5. Why are we calling this person a "Managing Director," which is not commonly used in US non-profit corporations to my experience? (The typical senior board-appointed offices are President, Vice President, Secretary and Treasurer. Managing Director seems to show up primarily in investment banks and other financial services entities. If this person is intended to be at the helm of PTI, we should use the term President.)

6. How will the board handle matters related to this person (compensation, etc.)? If she recuses herself, there will only be 4 directors voting.

I look forward to clarification and apologize if this is clear somewhere and I missed it.

Greg

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Let’s not reopen the Board size, Greg! For issues directly involving the CEO as a person (and currently the senior person in the IANA team is an ICANN employee), might this be something left to ICANN and the PTI Board in negotiation with the post holder? From: Greg Shatan [mailto:gregshatanipc@gmail.com] Sent: 01 July 2015 15:55 To: Gomes, Chuck Cc: Martin Boyle; avri@acm.org; cwg-stewardship@icann.org Subject: Re: [CWG-Stewardship] [client com] PTI Board Composition: IANA Managing Director There are probably some ways to "fix" this issue, although they may raise their own issues: 1. Increase the board to 7, with 4 (or 5) ICANN appointees (PTI President + 3-4 ICANN employees) and 3 (or 2) independent directors. This provides a clear majority even if the PTI President recuses him/herself from a particular vote. This could re-open a number of discussion points (mission creep based on size, composition, etc.). 2. Establish a Compensation Committee to deal with the President's compensation, consisting of the other 2 "ICANN directors" and 1 independent director. 3. Establish a proxy or alternate system where another ICANN (but not PTI) employee steps in to vote where the PTI President must step away. These are just off the top of my head, so take them for what they're worth. Greg On Wed, Jul 1, 2015 at 9:10 AM, Gomes, Chuck <cgomes@verisign.com<mailto:cgomes@verisign.com>> wrote: Thanks Martin. I understand that this is common practice. The reason this was more of a concern for me was that we are talking about a very small board; one director out of five who may frequently have conflicts is very different in my mind than one out of seven or nine or more directors. That said, I recognize that most in the CWG still support this approach and can live with that. Chuck -----Original Message----- From: Martin Boyle [mailto:Martin.Boyle@nominet.org.uk<mailto:Martin.Boyle@nominet.org.uk>] Sent: Wednesday, July 01, 2015 4:24 AM To: Gomes, Chuck; avri@acm.org<mailto:avri@acm.org>; cwg-stewardship@icann.org<mailto:cwg-stewardship@icann.org> Subject: RE: [CWG-Stewardship] [client com] PTI Board Composition: IANA Managing Director Sorry Chuck, I missed this direct question and I can't even blame travelling. Yes, I'm sure that there are other areas where the senior post (let's call it a CEO for the moment) in PTI would need to recuse from voting, not least on issues associated with their own position. I'm sure we can find a list of areas where this would be good practice, but my point is that it is quite usual for a CEO to be a member of the Board of their company, subsidiary or otherwise, certainly in the UK. They should *not* be Chair (considered bad practice). In particular, for a Board whose sole responsibility has to be on ensuring that the PTI is meeting its obligations, it would seem to me to be completely unreasonable not to have the senior person in the company executive on the Board. Again apologies for (albeit accidentally) ignoring you. Martin -----Original Message----- From: Gomes, Chuck [mailto:cgomes@verisign.com<mailto:cgomes@verisign.com>] Sent: 15 June 2015 21:44 To: Martin Boyle; avri@acm.org<mailto:avri@acm.org>; cwg-stewardship@icann.org<mailto:cwg-stewardship@icann.org> Subject: RE: [CWG-Stewardship] [client com] PTI Board Composition: IANA Managing Director Martin, Don't you think there would be other conflicts of interest besides remuneration where the PTI person would have to recuse herself/himself from voting, leaving only 4 members to vote? Chuck -----Original Message----- From: cwg-stewardship-bounces@icann.org<mailto:cwg-stewardship-bounces@icann.org> [mailto:cwg-stewardship-bounces@icann.org<mailto:cwg-stewardship-bounces@icann.org>] On Behalf Of Martin Boyle Sent: Monday, June 15, 2015 4:41 PM To: avri@acm.org<mailto:avri@acm.org>; cwg-stewardship@icann.org<mailto:cwg-stewardship@icann.org> Subject: Re: [CWG-Stewardship] [client com] PTI Board Composition: IANA Managing Director I'd see the term Managing Director in this case as the CEO role in the PTI. Ex Officio because it is the most senior person in the company and unlike other Board members, it is the post, not the person. And as CEO/MD, sure, the person should certainly have a vote except in things to do with their remuneration and bonus. Martin -----Original Message----- From: cwg-stewardship-bounces@icann.org<mailto:cwg-stewardship-bounces@icann.org> [mailto:cwg-stewardship-bounces@icann.org<mailto:cwg-stewardship-bounces@icann.org>] On Behalf Of Avri Doria Sent: 15 June 2015 21:19 To: cwg-stewardship@icann.org<mailto:cwg-stewardship@icann.org> Subject: Re: [CWG-Stewardship] [client com] PTI Board Composition: IANA Managing Director Hi, A clarification, saying ex official means saying it is because of another role held. Do you also mean that this should be a non voting seat? I think you do, but want to make sure. I would note that ICANN has a voting CEO on its Board. Does ISOC? How about the RIRs? Just curious. avri On 15-Jun-15 16:07, James Gannon wrote:

Greg,

With regards to questions 3, 4 and 6:

As a matter of good governance practice I would have serious concerns about an employee of PTI sitting on the board of PTI with the exception of the CEO ex officio.

I would appreciate input from others but certainly in Ireland and France where I've sat on boards it's would not be considered an acceptable practice. And I agree I haven't seen this issue discussed and any advice on best practice given to date.

-James

*From:*cwg-client-bounces@icann.org<mailto:cwg-client-bounces@icann.org> [mailto:cwg-client-bounces@icann.org<mailto:cwg-client-bounces@icann.org>] *On Behalf Of *Greg Shatan *Sent:* Monday, June 15, 2015 8:15 PM *To:* cwg-stewardship@icann.org<mailto:cwg-stewardship@icann.org>; Client *Subject:* [client com] PTI Board Composition: IANA Managing Director

All:

In the course of discussing the composition of the "inside" (controlled) PTI Board, I believe we have stated that three seats would be appointed by ICANN, with two being unspecified ICANN employees and one being the "IANA Managing Director." I've been asked to clarify who this IANA Managing Director is (since this title does not currently exist). Specifically:

1. Will the IANA Managing Director be an employee of ICANN or of PTI?

2. Is this intended to be the person in the role currently held by Elise Gerich (currently a VP of ICANN for IANA and Technical Operations)?

3. If this person is an employee of PTI and not ICANN, does that still qualify for purposes of making it an inside board (keeping in mind that ICANN does not "own" PTI, and that the only reason this person is controlled by ICANN is because ICANN controls PTI (which creates a circularity of reasoning))?

4. Can this person be an employee of ICANN _and_ PTI (at least so that question 3 is resolved)?

Some next level questions:

5. Why are we calling this person a "Managing Director," which is not commonly used in US non-profit corporations to my experience? (The typical senior board-appointed offices are President, Vice President, Secretary and Treasurer. Managing Director seems to show up primarily in investment banks and other financial services entities. If this person is intended to be at the helm of PTI, we should use the term President.)

6. How will the board handle matters related to this person (compensation, etc.)? If she recuses herself, there will only be 4 directors voting.

I look forward to clarification and apologize if this is clear somewhere and I missed it.

Greg

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I am fine with that. Chuck From: Donna Austin [mailto:Donna.Austin@ariservices.com] Sent: Wednesday, July 01, 2015 1:53 PM To: Martin Boyle; Greg Shatan; Gomes, Chuck Cc: avri@acm.org; cwg-stewardship@icann.org Subject: RE: [CWG-Stewardship] [client com] PTI Board Composition: IANA Managing Director Agree with Martin, let’s not reopen the Board size, and let’s leave this to ICANN and the PTI Board to resolve once they are all in place. From: cwg-stewardship-bounces@icann.org<mailto:cwg-stewardship-bounces@icann.org> [mailto:cwg-stewardship-bounces@icann.org] On Behalf Of Martin Boyle Sent: Wednesday, 1 July 2015 9:39 AM To: Greg Shatan; Gomes, Chuck Cc: avri@acm.org<mailto:avri@acm.org>; cwg-stewardship@icann.org<mailto:cwg-stewardship@icann.org> Subject: Re: [CWG-Stewardship] [client com] PTI Board Composition: IANA Managing Director Let’s not reopen the Board size, Greg! For issues directly involving the CEO as a person (and currently the senior person in the IANA team is an ICANN employee), might this be something left to ICANN and the PTI Board in negotiation with the post holder? From: Greg Shatan [mailto:gregshatanipc@gmail.com] Sent: 01 July 2015 15:55 To: Gomes, Chuck Cc: Martin Boyle; avri@acm.org<mailto:avri@acm.org>; cwg-stewardship@icann.org<mailto:cwg-stewardship@icann.org> Subject: Re: [CWG-Stewardship] [client com] PTI Board Composition: IANA Managing Director There are probably some ways to "fix" this issue, although they may raise their own issues: 1. Increase the board to 7, with 4 (or 5) ICANN appointees (PTI President + 3-4 ICANN employees) and 3 (or 2) independent directors. This provides a clear majority even if the PTI President recuses him/herself from a particular vote. This could re-open a number of discussion points (mission creep based on size, composition, etc.). 2. Establish a Compensation Committee to deal with the President's compensation, consisting of the other 2 "ICANN directors" and 1 independent director. 3. Establish a proxy or alternate system where another ICANN (but not PTI) employee steps in to vote where the PTI President must step away. These are just off the top of my head, so take them for what they're worth. Greg On Wed, Jul 1, 2015 at 9:10 AM, Gomes, Chuck <cgomes@verisign.com<mailto:cgomes@verisign.com>> wrote: Thanks Martin. I understand that this is common practice. The reason this was more of a concern for me was that we are talking about a very small board; one director out of five who may frequently have conflicts is very different in my mind than one out of seven or nine or more directors. That said, I recognize that most in the CWG still support this approach and can live with that. Chuck -----Original Message----- From: Martin Boyle [mailto:Martin.Boyle@nominet.org.uk<mailto:Martin.Boyle@nominet.org.uk>] Sent: Wednesday, July 01, 2015 4:24 AM To: Gomes, Chuck; avri@acm.org<mailto:avri@acm.org>; cwg-stewardship@icann.org<mailto:cwg-stewardship@icann.org> Subject: RE: [CWG-Stewardship] [client com] PTI Board Composition: IANA Managing Director Sorry Chuck, I missed this direct question and I can't even blame travelling. Yes, I'm sure that there are other areas where the senior post (let's call it a CEO for the moment) in PTI would need to recuse from voting, not least on issues associated with their own position. I'm sure we can find a list of areas where this would be good practice, but my point is that it is quite usual for a CEO to be a member of the Board of their company, subsidiary or otherwise, certainly in the UK. They should *not* be Chair (considered bad practice). In particular, for a Board whose sole responsibility has to be on ensuring that the PTI is meeting its obligations, it would seem to me to be completely unreasonable not to have the senior person in the company executive on the Board. Again apologies for (albeit accidentally) ignoring you. Martin -----Original Message----- From: Gomes, Chuck [mailto:cgomes@verisign.com<mailto:cgomes@verisign.com>] Sent: 15 June 2015 21:44 To: Martin Boyle; avri@acm.org<mailto:avri@acm.org>; cwg-stewardship@icann.org<mailto:cwg-stewardship@icann.org> Subject: RE: [CWG-Stewardship] [client com] PTI Board Composition: IANA Managing Director Martin, Don't you think there would be other conflicts of interest besides remuneration where the PTI person would have to recuse herself/himself from voting, leaving only 4 members to vote? Chuck -----Original Message----- From: cwg-stewardship-bounces@icann.org<mailto:cwg-stewardship-bounces@icann.org> [mailto:cwg-stewardship-bounces@icann.org<mailto:cwg-stewardship-bounces@icann.org>] On Behalf Of Martin Boyle Sent: Monday, June 15, 2015 4:41 PM To: avri@acm.org<mailto:avri@acm.org>; cwg-stewardship@icann.org<mailto:cwg-stewardship@icann.org> Subject: Re: [CWG-Stewardship] [client com] PTI Board Composition: IANA Managing Director I'd see the term Managing Director in this case as the CEO role in the PTI. Ex Officio because it is the most senior person in the company and unlike other Board members, it is the post, not the person. And as CEO/MD, sure, the person should certainly have a vote except in things to do with their remuneration and bonus. Martin -----Original Message----- From: cwg-stewardship-bounces@icann.org<mailto:cwg-stewardship-bounces@icann.org> [mailto:cwg-stewardship-bounces@icann.org<mailto:cwg-stewardship-bounces@icann.org>] On Behalf Of Avri Doria Sent: 15 June 2015 21:19 To: cwg-stewardship@icann.org<mailto:cwg-stewardship@icann.org> Subject: Re: [CWG-Stewardship] [client com] PTI Board Composition: IANA Managing Director Hi, A clarification, saying ex official means saying it is because of another role held. Do you also mean that this should be a non voting seat? I think you do, but want to make sure. I would note that ICANN has a voting CEO on its Board. Does ISOC? How about the RIRs? Just curious. avri On 15-Jun-15 16:07, James Gannon wrote:

Greg,

With regards to questions 3, 4 and 6:

As a matter of good governance practice I would have serious concerns about an employee of PTI sitting on the board of PTI with the exception of the CEO ex officio.

I would appreciate input from others but certainly in Ireland and France where I've sat on boards it's would not be considered an acceptable practice. And I agree I haven't seen this issue discussed and any advice on best practice given to date.

-James

*From:*cwg-client-bounces@icann.org<mailto:cwg-client-bounces@icann.org> [mailto:cwg-client-bounces@icann.org<mailto:cwg-client-bounces@icann.org>] *On Behalf Of *Greg Shatan *Sent:* Monday, June 15, 2015 8:15 PM *To:* cwg-stewardship@icann.org<mailto:cwg-stewardship@icann.org>; Client *Subject:* [client com] PTI Board Composition: IANA Managing Director

All:

In the course of discussing the composition of the "inside" (controlled) PTI Board, I believe we have stated that three seats would be appointed by ICANN, with two being unspecified ICANN employees and one being the "IANA Managing Director." I've been asked to clarify who this IANA Managing Director is (since this title does not currently exist). Specifically:

1. Will the IANA Managing Director be an employee of ICANN or of PTI?

2. Is this intended to be the person in the role currently held by Elise Gerich (currently a VP of ICANN for IANA and Technical Operations)?

3. If this person is an employee of PTI and not ICANN, does that still qualify for purposes of making it an inside board (keeping in mind that ICANN does not "own" PTI, and that the only reason this person is controlled by ICANN is because ICANN controls PTI (which creates a circularity of reasoning))?

4. Can this person be an employee of ICANN _and_ PTI (at least so that question 3 is resolved)?

Some next level questions:

5. Why are we calling this person a "Managing Director," which is not commonly used in US non-profit corporations to my experience? (The typical senior board-appointed offices are President, Vice President, Secretary and Treasurer. Managing Director seems to show up primarily in investment banks and other financial services entities. If this person is intended to be at the helm of PTI, we should use the term President.)

6. How will the board handle matters related to this person (compensation, etc.)? If she recuses herself, there will only be 4 directors voting.

I look forward to clarification and apologize if this is clear somewhere and I missed it.

Greg

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Actually I don't see any significant issue that would warrant calling it an issue requiring any of the suggested solutions. PTI as far as I am concerned is a blown IANA department that happen to have a board due to subsidiary setup requirements. We should be worried of the fact that it now has a board and not that it will have it's current manager[1] on the board. Regards 1. The manager that currently operates IANA without major issues sent from Google nexus 4 kindly excuse brevity and typos. On 1 Jul 2015 16:00, "Greg Shatan" <gregshatanipc@gmail.com> wrote:

There are probably some ways to "fix" this issue, although they may raise their own issues:

1. Increase the board to 7, with 4 (or 5) ICANN appointees (PTI President + 3-4 ICANN employees) and 3 (or 2) independent directors. This provides a clear majority even if the PTI President recuses him/herself from a particular vote. This could re-open a number of discussion points (mission creep based on size, composition, etc.).

2. Establish a Compensation Committee to deal with the President's compensation, consisting of the other 2 "ICANN directors" and 1 independent director.

3. Establish a proxy or alternate system where another ICANN (but not PTI) employee steps in to vote where the PTI President must step away.

These are just off the top of my head, so take them for what they're worth.

Greg

On Wed, Jul 1, 2015 at 9:10 AM, Gomes, Chuck <cgomes@verisign.com> wrote:

...

Thanks Martin. I understand that this is common practice. The reason this was more of a concern for me was that we are talking about a very small board; one director out of five who may frequently have conflicts is very different in my mind than one out of seven or nine or more directors. That said, I recognize that most in the CWG still support this approach and can live with that.

Chuck

-----Original Message----- From: Martin Boyle [mailto:Martin.Boyle@nominet.org.uk] Sent: Wednesday, July 01, 2015 4:24 AM To: Gomes, Chuck; avri@acm.org; cwg-stewardship@icann.org Subject: RE: [CWG-Stewardship] [client com] PTI Board Composition: IANA Managing Director

Sorry Chuck, I missed this direct question and I can't even blame travelling.

Yes, I'm sure that there are other areas where the senior post (let's call it a CEO for the moment) in PTI would need to recuse from voting, not least on issues associated with their own position. I'm sure we can find a list of areas where this would be good practice, but my point is that it is quite usual for a CEO to be a member of the Board of their company, subsidiary or otherwise, certainly in the UK. They should *not* be Chair (considered bad practice).

In particular, for a Board whose sole responsibility has to be on ensuring that the PTI is meeting its obligations, it would seem to me to be completely unreasonable not to have the senior person in the company executive on the Board.

Again apologies for (albeit accidentally) ignoring you.

Martin

-----Original Message----- From: Gomes, Chuck [mailto:cgomes@verisign.com] Sent: 15 June 2015 21:44 To: Martin Boyle; avri@acm.org; cwg-stewardship@icann.org Subject: RE: [CWG-Stewardship] [client com] PTI Board Composition: IANA Managing Director

Martin,

Don't you think there would be other conflicts of interest besides remuneration where the PTI person would have to recuse herself/himself from voting, leaving only 4 members to vote?

Chuck

-----Original Message----- From: cwg-stewardship-bounces@icann.org [mailto: cwg-stewardship-bounces@icann.org] On Behalf Of Martin Boyle Sent: Monday, June 15, 2015 4:41 PM To: avri@acm.org; cwg-stewardship@icann.org Subject: Re: [CWG-Stewardship] [client com] PTI Board Composition: IANA Managing Director

I'd see the term Managing Director in this case as the CEO role in the PTI. Ex Officio because it is the most senior person in the company and unlike other Board members, it is the post, not the person. And as CEO/MD, sure, the person should certainly have a vote except in things to do with their remuneration and bonus.

Martin

-----Original Message----- From: cwg-stewardship-bounces@icann.org [mailto: cwg-stewardship-bounces@icann.org] On Behalf Of Avri Doria Sent: 15 June 2015 21:19 To: cwg-stewardship@icann.org Subject: Re: [CWG-Stewardship] [client com] PTI Board Composition: IANA Managing Director

Hi,

A clarification, saying ex official means saying it is because of another role held.

Do you also mean that this should be a non voting seat? I think you do, but want to make sure.

I would note that ICANN has a voting CEO on its Board. Does ISOC? How about the RIRs? Just curious.

avri

On 15-Jun-15 16:07, James Gannon wrote:

...

Greg,

With regards to questions 3, 4 and 6:

As a matter of good governance practice I would have serious concerns about an employee of PTI sitting on the board of PTI with the exception of the CEO ex officio.

I would appreciate input from others but certainly in Ireland and France where I've sat on boards it's would not be considered an acceptable practice. And I agree I haven't seen this issue discussed and any advice on best practice given to date.

-James

*From:*cwg-client-bounces@icann.org [mailto:cwg-client-bounces@icann.org] *On Behalf Of *Greg Shatan *Sent:* Monday, June 15, 2015 8:15 PM *To:* cwg-stewardship@icann.org; Client *Subject:* [client com] PTI Board Composition: IANA Managing Director

All:

In the course of discussing the composition of the "inside" (controlled) PTI Board, I believe we have stated that three seats would be appointed by ICANN, with two being unspecified ICANN employees and one being the "IANA Managing Director." I've been asked to clarify who this IANA Managing Director is (since this title does not currently exist). Specifically:

1. Will the IANA Managing Director be an employee of ICANN or of PTI?

2. Is this intended to be the person in the role currently held by Elise Gerich (currently a VP of ICANN for IANA and Technical Operations)?

3. If this person is an employee of PTI and not ICANN, does that still qualify for purposes of making it an inside board (keeping in mind that ICANN does not "own" PTI, and that the only reason this person is controlled by ICANN is because ICANN controls PTI (which creates a circularity of reasoning))?

4. Can this person be an employee of ICANN _and_ PTI (at least so that question 3 is resolved)?

Some next level questions:

5. Why are we calling this person a "Managing Director," which is not commonly used in US non-profit corporations to my experience? (The typical senior board-appointed offices are President, Vice President, Secretary and Treasurer. Managing Director seems to show up primarily in investment banks and other financial services entities. If this person is intended to be at the helm of PTI, we should use the term President.)

6. How will the board handle matters related to this person (compensation, etc.)? If she recuses herself, there will only be 4 directors voting.

I look forward to clarification and apologize if this is clear somewhere and I missed it.

Greg

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My concern related to the fact that we are dealing with a very small board. Having a PTI employee on a board of 5 is very different than doing so on a larger board. Chuck From: cwg-stewardship-bounces@icann.org [mailto:cwg-stewardship-bounces@icann.org] On Behalf Of Seun Ojedeji Sent: Monday, June 15, 2015 5:29 PM To: avri Cc: cwg-stewardship@icann.org Subject: Re: [CWG-Stewardship] [client com] PTI Board Composition: IANA Managing Director RIRs (sure of AFRINIC) does have a voting CEO on it's board. Regards sent from Google nexus 4 kindly excuse brevity and typos. On 15 Jun 2015 21:20, "Avri Doria" <avri@acm.org<mailto:avri@acm.org>> wrote: Hi, A clarification, saying ex official means saying it is because of another role held. Do you also mean that this should be a non voting seat? I think you do, but want to make sure. I would note that ICANN has a voting CEO on its Board. Does ISOC? How about the RIRs? Just curious. avri On 15-Jun-15 16:07, James Gannon wrote:

Greg,

With regards to questions 3, 4 and 6:

As a matter of good governance practice I would have serious concerns about an employee of PTI sitting on the board of PTI with the exception of the CEO ex officio.

I would appreciate input from others but certainly in Ireland and France where I’ve sat on boards it’s would not be considered an acceptable practice. And I agree I haven’t seen this issue discussed and any advice on best practice given to date.

-James

*From:*cwg-client-bounces@icann.org<mailto:cwg-client-bounces@icann.org> [mailto:cwg-client-bounces@icann.org<mailto:cwg-client-bounces@icann.org>] *On Behalf Of *Greg Shatan *Sent:* Monday, June 15, 2015 8:15 PM *To:* cwg-stewardship@icann.org<mailto:cwg-stewardship@icann.org>; Client *Subject:* [client com] PTI Board Composition: IANA Managing Director

All:

In the course of discussing the composition of the "inside" (controlled) PTI Board, I believe we have stated that three seats would be appointed by ICANN, with two being unspecified ICANN employees and one being the "IANA Managing Director." I've been asked to clarify who this IANA Managing Director is (since this title does not currently exist). Specifically:

1. Will the IANA Managing Director be an employee of ICANN or of PTI?

2. Is this intended to be the person in the role currently held by Elise Gerich (currently a VP of ICANN for IANA and Technical Operations)?

3. If this person is an employee of PTI and not ICANN, does that still qualify for purposes of making it an inside board (keeping in mind that ICANN does not "own" PTI, and that the only reason this person is controlled by ICANN is because ICANN controls PTI (which creates a circularity of reasoning))?

4. Can this person be an employee of ICANN _and_ PTI (at least so that question 3 is resolved)?

Some next level questions:

5. Why are we calling this person a "Managing Director," which is not commonly used in US non-profit corporations to my experience? (The typical senior board-appointed offices are President, Vice President, Secretary and Treasurer. Managing Director seems to show up primarily in investment banks and other financial services entities. If this person is intended to be at the helm of PTI, we should use the term President.)

6. How will the board handle matters related to this person (compensation, etc.)? If she recuses herself, there will only be 4 directors voting.

I look forward to clarification and apologize if this is clear somewhere and I missed it.

Greg

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All, In this context my understanding is that a Managing Director is the most senior employee AND one that is also a director. Analogous to the CEO. CEO is arguably a rather grand title for a small subsidiary. Having the MD / CEO in this position doesn't give me a particular concern from a corporate governance perspective. As others have pointed out, this setup is not uncommon. The independent directors have a role to play and that was an important point made en route to where we got to. However, I feel we need to remind ourselves of our own definition of the limited function / remit of this board. PTI is an ICANN controlled subsidiary and accordingly we need to hold icann accountable for its adequate funding and effective performance. Jonathan On 15 Jun 2015 23:05, "Greg Shatan" <gregshatanipc@gmail.com> wrote:

In many ways, it would be simpler if PTI did not have the President/CEO/Managing Director person on its Board, and instead had 3 ICANN employees on the PTI Board.

What are the advantages of having this person on the PTI Board?

Greg

On Mon, Jun 15, 2015 at 5:34 PM, Gomes, Chuck <cgomes@verisign.com> wrote:

...

My concern related to the fact that we are dealing with a very small board. Having a PTI employee on a board of 5 is very different than doing so on a larger board.

Chuck

*From:* cwg-stewardship-bounces@icann.org [mailto: cwg-stewardship-bounces@icann.org] *On Behalf Of *Seun Ojedeji *Sent:* Monday, June 15, 2015 5:29 PM *To:* avri *Cc:* cwg-stewardship@icann.org *Subject:* Re: [CWG-Stewardship] [client com] PTI Board Composition: IANA Managing Director

RIRs (sure of AFRINIC) does have a voting CEO on it's board.

Regards

sent from Google nexus 4 kindly excuse brevity and typos.

On 15 Jun 2015 21:20, "Avri Doria" <avri@acm.org> wrote:

Hi,

A clarification, saying ex official means saying it is because of another role held.

Do you also mean that this should be a non voting seat? I think you do, but want to make sure.

I would note that ICANN has a voting CEO on its Board. Does ISOC? How about the RIRs? Just curious.

avri

On 15-Jun-15 16:07, James Gannon wrote:

...

Greg,

With regards to questions 3, 4 and 6:

As a matter of good governance practice I would have serious concerns about an employee of PTI sitting on the board of PTI with the exception of the CEO ex officio.

I would appreciate input from others but certainly in Ireland and France where I’ve sat on boards it’s would not be considered an acceptable practice. And I agree I haven’t seen this issue discussed and any advice on best practice given to date.

-James

*From:*cwg-client-bounces@icann.org [mailto:cwg-client-bounces@icann.org] *On Behalf Of *Greg Shatan *Sent:* Monday, June 15, 2015 8:15 PM *To:* cwg-stewardship@icann.org; Client *Subject:* [client com] PTI Board Composition: IANA Managing Director

All:

In the course of discussing the composition of the "inside" (controlled) PTI Board, I believe we have stated that three seats would be appointed by ICANN, with two being unspecified ICANN employees and one being the "IANA Managing Director." I've been asked to clarify who this IANA Managing Director is (since this title does not currently exist). Specifically:

1. Will the IANA Managing Director be an employee of ICANN or of PTI?

2. Is this intended to be the person in the role currently held by Elise Gerich (currently a VP of ICANN for IANA and Technical Operations)?

3. If this person is an employee of PTI and not ICANN, does that still qualify for purposes of making it an inside board (keeping in mind that ICANN does not "own" PTI, and that the only reason this person is controlled by ICANN is because ICANN controls PTI (which creates a circularity of reasoning))?

4. Can this person be an employee of ICANN _and_ PTI (at least so that question 3 is resolved)?

Some next level questions:

5. Why are we calling this person a "Managing Director," which is not commonly used in US non-profit corporations to my experience? (The typical senior board-appointed offices are President, Vice President, Secretary and Treasurer. Managing Director seems to show up primarily in investment banks and other financial services entities. If this person is intended to be at the helm of PTI, we should use the term President.)

6. How will the board handle matters related to this person (compensation, etc.)? If she recuses herself, there will only be 4 directors voting.

I look forward to clarification and apologize if this is clear somewhere and I missed it.

Greg

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Greg, the role of the CEO in the UK corporate hierarchy is – as the title implies – the head of the executive, or of the team that ensures the effective operation of the organisation. If that is the role of the President in US terms, then let’s call the post that. But the role it needs to represent on the Board is the operational delivery of the PTI and that the PTI gets the resources it needs to meet this role. Martin From: cwg-stewardship-bounces@icann.org [mailto:cwg-stewardship-bounces@icann.org] On Behalf Of Greg Shatan Sent: 16 June 2015 04:19 To: Jonathan Robinson Cc: avri; cwg-stewardship@icann.org Subject: Re: [CWG-Stewardship] [client com] PTI Board Composition: IANA Managing Director After some research, it appears that the use of "Managing Director" in this role and context is distinctly British (and perhaps elsewhere in the Commonwealth); it is distinctly not a US usage or concept. The Board role of such an MD also seems to dovetail with the two-tier board concept, which is also not US practice (and not part of PTI's governance). While this is perfectly fine, I think we need to align our titles with US usage and job descriptions. PTI is required by California law to have a President. PTI is not required to have a CEO, and I agree that is out of scale with PTI. Since a President is the chief day-to-day manager (while the CEO may imply more of a strategist/cheerleader role), I think we should use President (and not Managing Director) to describe and denote the senior-most person at PTI. Greg On Mon, Jun 15, 2015 at 6:39 PM, Jonathan Robinson <jrobinson@afilias.info<mailto:jrobinson@afilias.info>> wrote: All, In this context my understanding is that a Managing Director is the most senior employee AND one that is also a director. Analogous to the CEO. CEO is arguably a rather grand title for a small subsidiary. Having the MD / CEO in this position doesn't give me a particular concern from a corporate governance perspective. As others have pointed out, this setup is not uncommon. The independent directors have a role to play and that was an important point made en route to where we got to. However, I feel we need to remind ourselves of our own definition of the limited function / remit of this board. PTI is an ICANN controlled subsidiary and accordingly we need to hold icann accountable for its adequate funding and effective performance. Jonathan On 15 Jun 2015 23:05, "Greg Shatan" <gregshatanipc@gmail.com<mailto:gregshatanipc@gmail.com>> wrote: In many ways, it would be simpler if PTI did not have the President/CEO/Managing Director person on its Board, and instead had 3 ICANN employees on the PTI Board. What are the advantages of having this person on the PTI Board? Greg On Mon, Jun 15, 2015 at 5:34 PM, Gomes, Chuck <cgomes@verisign.com<mailto:cgomes@verisign.com>> wrote: My concern related to the fact that we are dealing with a very small board. Having a PTI employee on a board of 5 is very different than doing so on a larger board. Chuck From: cwg-stewardship-bounces@icann.org<mailto:cwg-stewardship-bounces@icann.org> [mailto:cwg-stewardship-bounces@icann.org<mailto:cwg-stewardship-bounces@icann.org>] On Behalf Of Seun Ojedeji Sent: Monday, June 15, 2015 5:29 PM To: avri Cc: cwg-stewardship@icann.org<mailto:cwg-stewardship@icann.org> Subject: Re: [CWG-Stewardship] [client com] PTI Board Composition: IANA Managing Director RIRs (sure of AFRINIC) does have a voting CEO on it's board. Regards sent from Google nexus 4 kindly excuse brevity and typos. On 15 Jun 2015 21:20, "Avri Doria" <avri@acm.org<mailto:avri@acm.org>> wrote: Hi, A clarification, saying ex official means saying it is because of another role held. Do you also mean that this should be a non voting seat? I think you do, but want to make sure. I would note that ICANN has a voting CEO on its Board. Does ISOC? How about the RIRs? Just curious. avri On 15-Jun-15 16:07, James Gannon wrote:

Greg,

With regards to questions 3, 4 and 6:

As a matter of good governance practice I would have serious concerns about an employee of PTI sitting on the board of PTI with the exception of the CEO ex officio.

I would appreciate input from others but certainly in Ireland and France where I’ve sat on boards it’s would not be considered an acceptable practice. And I agree I haven’t seen this issue discussed and any advice on best practice given to date.

-James

*From:*cwg-client-bounces@icann.org<mailto:cwg-client-bounces@icann.org> [mailto:cwg-client-bounces@icann.org<mailto:cwg-client-bounces@icann.org>] *On Behalf Of *Greg Shatan *Sent:* Monday, June 15, 2015 8:15 PM *To:* cwg-stewardship@icann.org<mailto:cwg-stewardship@icann.org>; Client *Subject:* [client com] PTI Board Composition: IANA Managing Director

All:

In the course of discussing the composition of the "inside" (controlled) PTI Board, I believe we have stated that three seats would be appointed by ICANN, with two being unspecified ICANN employees and one being the "IANA Managing Director." I've been asked to clarify who this IANA Managing Director is (since this title does not currently exist). Specifically:

1. Will the IANA Managing Director be an employee of ICANN or of PTI?

2. Is this intended to be the person in the role currently held by Elise Gerich (currently a VP of ICANN for IANA and Technical Operations)?

3. If this person is an employee of PTI and not ICANN, does that still qualify for purposes of making it an inside board (keeping in mind that ICANN does not "own" PTI, and that the only reason this person is controlled by ICANN is because ICANN controls PTI (which creates a circularity of reasoning))?

4. Can this person be an employee of ICANN _and_ PTI (at least so that question 3 is resolved)?

Some next level questions:

5. Why are we calling this person a "Managing Director," which is not commonly used in US non-profit corporations to my experience? (The typical senior board-appointed offices are President, Vice President, Secretary and Treasurer. Managing Director seems to show up primarily in investment banks and other financial services entities. If this person is intended to be at the helm of PTI, we should use the term President.)

6. How will the board handle matters related to this person (compensation, etc.)? If she recuses herself, there will only be 4 directors voting.

I look forward to clarification and apologize if this is clear somewhere and I missed it.

Greg

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Hi, Sorry for the slow response. In the case of APNIC, originally, the Director General role was not a member of the APNIC Executive Council (the equivalent of the board of APNIC). My understanding was that this was changed and the APNIC DG was made an ex officio member of the EC. In the case of ARIN, I believe the CEO is an ex officio board member. I don't know the situation in LACNIC or RIPE-NCC. Regards, -drc From: Seun Ojedeji <seun.ojedeji@gmail.com> Date: Monday, June 15, 2015 at 2:29 PM To: avri <avri@acm.org> Cc: CWG Mailing List <cwg-stewardship@icann.org> Subject: Re: [CWG-Stewardship] [client com] PTI Board Composition: IANA Managing Director

RIRs (sure of AFRINIC) does have a voting CEO on it's board.

Regards

sent from Google nexus 4 kindly excuse brevity and typos.

On 15 Jun 2015 21:20, "Avri Doria" <avri@acm.org> wrote:

...

Hi,

A clarification, saying ex official means saying it is because of another role held.

Do you also mean that this should be a non voting seat? I think you do, but want to make sure.

I would note that ICANN has a voting CEO on its Board. Does ISOC? How about the RIRs? Just curious.

avri

On 15-Jun-15 16:07, James Gannon wrote:

...

...

Greg,

With regards to questions 3, 4 and 6:

As a matter of good governance practice I would have serious concerns about an employee of PTI sitting on the board of PTI with the exception of the CEO ex officio.

I would appreciate input from others but certainly in Ireland and France where I¹ve sat on boards it¹s would not be considered an acceptable practice. And I agree I haven¹t seen this issue discussed and any advice on best practice given to date.

-James

*From:*cwg-client-bounces@icann.org [mailto:cwg-client-bounces@icann.org] *On Behalf Of *Greg Shatan *Sent:* Monday, June 15, 2015 8:15 PM *To:* cwg-stewardship@icann.org; Client *Subject:* [client com] PTI Board Composition: IANA Managing Director

All:

In the course of discussing the composition of the "inside" (controlled) PTI Board, I believe we have stated that three seats would be appointed by ICANN, with two being unspecified ICANN employees and one being the "IANA Managing Director." I've been asked to clarify who this IANA Managing Director is (since this title does not currently exist). Specifically:

1. Will the IANA Managing Director be an employee of ICANN or of PTI?

2. Is this intended to be the person in the role currently held by Elise Gerich (currently a VP of ICANN for IANA and Technical Operations)?

3. If this person is an employee of PTI and not ICANN, does that still qualify for purposes of making it an inside board (keeping in mind that ICANN does not "own" PTI, and that the only reason this person is controlled by ICANN is because ICANN controls PTI (which creates a circularity of reasoning))?

4. Can this person be an employee of ICANN _and_ PTI (at least so that question 3 is resolved)?

Some next level questions:

5. Why are we calling this person a "Managing Director," which is not commonly used in US non-profit corporations to my experience? (The typical senior board-appointed offices are President, Vice President, Secretary and Treasurer. Managing Director seems to show up primarily in investment banks and other financial services entities. If this person is intended to be at the helm of PTI, we should use the term President.)

6. How will the board handle matters related to this person (compensation, etc.)? If she recuses herself, there will only be 4 directors voting.

I look forward to clarification and apologize if this is clear somewhere and I missed it.

Greg

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On Mon, Jun 15, 2015 at 5:49 PM, Seun Ojedeji <seun.ojedeji@gmail.com> wrote:

sent from Google nexus 4 kindly excuse brevity and typos. On 15 Jun 2015 20:15, "Greg Shatan" <gregshatanipc@gmail.com> wrote:

...

All:

In the course of discussing the composition of the "inside" (controlled)

PTI Board, I believe we have stated that three seats would be appointed by ICANN, with two being unspecified ICANN employees and one being the "IANA Managing Director." I've been asked to clarify who this IANA Managing Director is (since this title does not currently exist). Specifically:

...

1. Will the IANA Managing Director be an employee of ICANN or of PTI?

SO: I don't think this is a question to the MD alone, it's rather to all the staff to be moved to PTI as proposed in our proposal. From all indication I heard you yourself have confirmed that they will be ICANN staff in the past.

​GSS: I disagree; it's clear that all of the other IANA staff will become PTI employees.​ ​ ​I asked this about the "IANA Managing Director" ​because it was unclear what this person's role was, because US non-profit corporations don't typically have people with the title Managing Director (and when it is used in other U.S. contexts, it does not mean the top person) . ​ We've since clarified this is the President/CEO (which are typical titles for the top person​ ​in a U.S. nonprofit (or for profit) corporation.​ ​

...

2. Is this intended to be the person in the role currently held by Elise Gerich (currently a VP of ICANN for IANA and Technical Operations)?

SO: Technically Yes, since she is the current head of the IANA department. That said, did I hear some member(Chuck I think) in the past say it's not the role of the CWG to determine this ;-)

...

3. If this person is an employee of PTI and not ICANN, does that still qualify for purposes of making it an inside board (keeping in mind that ICANN does not "own" PTI, and that the only reason this person is controlled by ICANN is because ICANN controls PTI (which creates a circularity of reasoning))?

SO: I don't see anything wrong in that even if the individual happen to be PTI staff. As I already mentioned, there are some RIR board with voting CEO whether the CEO often exercises his/her vote is another thing.

​GSS: This is actually a legal question regarding whether the board will be an "insider" board if the 3 (out of 5) ICANN-appointed Board members include the PTI CEO (and not an ICANN employee). If the primary thing that makes this position under the control of ICANN is that there's an insider board, and the only that makes it an insider board is that the person in this position is considered "controlled" by ICANN, this creates a circular logic that may not work.

...

4. Can this person be an employee of ICANN and PTI (at least so that question 3 is resolved)?

SO: Is this a joke... So the person will be formerly working on part-time on both sides? will this be applied on other staff of PTI as well

​GSS: Not a joke at all. It's not uncommon for the CEO of a wholly-owned subsidiary to also hold a senior position in the parent company. I see no reason why this would apply to other PTI staff; indeed it should not.​

...

Some next level questions:

5. Why are we calling this person a "Managing Director," which is not commonly used in US non-profit corporations to my experience? (The typical senior board-appointed offices are President, Vice President, Secretary and Treasurer. Managing Director seems to show up primarily in investment banks and other financial services entities. If this person is intended to be at the helm of PTI, we should use the term President.)

SO: Well I think the title would be the least of the problem once there is full consensus of going this route.

​GSS: I disagree. First, we need to fulfill legal requirements regarding the titles of officers of the corporation. Second, we need to use titles that are consistent with the nature of the organization. Third, the use of titles that are not clear creates confusion and ambiguities as to the essential nature of the position.​

...

6. How will the board handle matters related to this person (compensation, etc.)? If she recuses herself, there will only be 4 directors voting.

SO: By board, I presume you meant PTI board, I think that would depend on the scope of the board and the status of the "head of PTI" Whether he/she will be ICANN staff or PTI's if for the later then PTI may have some reasonable control otherwise they won't.

I look forward to clarification and apologize if this is clear somewhere and I missed it.

...

SO: Looks like the reality of HR complication is now coming up. ;-)

​GSS: There will always be details to resolve until there aren't.​

Cheers!

...

Greg

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PTI is supposed to be an entity controlled by ICANN; in essence, a subsidiary. This control is achieved by ICANN appointing 3 employees of ICANN or PTI. They are not supposed to be "impartial"; they are supposed to carry out ICANN's wishes. If there are 5 board members, more than one board member is clearly NOT a majority. 3 board members is a majority. On Tuesday, June 16, 2015, Mwendwa Kivuva <Kivuva@transworldafrica.com> wrote:

On Jun 15, 2015 10:14 PM, "Greg Shatan" <gregshatanipc@gmail.com <javascript:_e(%7B%7D,'cvml','gregshatanipc@gmail.com');>> wrote:

...

All:

In the course of discussing the composition of the "inside" (controlled)

PTI Board, I believe we have stated that three seats would be appointed by ICANN, with two being unspecified ICANN employees and one being the "IANA Managing Director." I've been asked to clarify who this IANA Managing Director is (since this title does not currently exist).

Here is where there is a problem by having more than one ICANN employee as a board member at PTI. It would certainly be difficult to maintain impartiality on issues that would have conflict of interest, and as you can see, more than one board member is already a majority

Most likely, Elise would get a "better title" and be President of PTI. That is the default title for the head of a corporation, profit or non (and sometimes even a division -- see Akram Attalah, President, Global Domains Division). Elise wouldn't be the VP, IANA because she would no longer be a Vice President (and employee) of ICANN; instead she'd be the top dog of PTI. (I continue to push against "Managing Director" because it has no meaning or consistent usage in any US corporate context, except in the banking and fund world, where it has a different meaning.) An alternative often seen when referring to the top employee in US non-profits is "Executive Director." Subject to legal advice, that might make everyone including me happy (though I personally find President to be a more desirable and impressive title). I'm sure either President or Executive Director would provide continuity and comfort while also providing clarity as to function in a California Public Benefit Corporation. Greg On Tue, Jun 16, 2015 at 2:28 PM, Donna Austin <Donna.Austin@ariservices.com> wrote:

From a RySG perspective, we had provided comments that supported PTI, but on the premise that this would allow the continuation and management of the IANA Department in much the same way as we know it today. That’s one of the reasons we supported an ‘insider’ board because we felt this was one way to maintain some semblance of the IANA Department that we know now and which provides services considered by the customers to be satisfactory..

I may have a different view from Chuck on this, but I would think that the inclusion of the VP, IANA (currently Elise Gerich) or as ‘IANA Managing Director’ if a title change is required, would make sense in ensuring continuity and also providing some level of comfort for current employees.

Thanks,

Donna

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*From:* cwg-stewardship-bounces@icann.org [mailto: cwg-stewardship-bounces@icann.org] *On Behalf Of *Greg Shatan *Sent:* Monday, 15 June 2015 11:32 PM *To:* Mwendwa Kivuva *Cc:* Client; cwg-stewardship@icann.org *Subject:* Re: [CWG-Stewardship] PTI Board Composition: IANA Managing Director

PTI is supposed to be an entity controlled by ICANN; in essence, a subsidiary. This control is achieved by ICANN appointing 3 employees of ICANN or PTI. They are not supposed to be "impartial"; they are supposed to carry out ICANN's wishes.

If there are 5 board members, more than one board member is clearly NOT a majority. 3 board members is a majority.

On Tuesday, June 16, 2015, Mwendwa Kivuva <Kivuva@transworldafrica.com> wrote:

On Jun 15, 2015 10:14 PM, "Greg Shatan" <gregshatanipc@gmail.com> wrote:

...

All:

In the course of discussing the composition of the "inside" (controlled)

PTI Board, I believe we have stated that three seats would be appointed by ICANN, with two being unspecified ICANN employees and one being the "IANA Managing Director." I've been asked to clarify who this IANA Managing Director is (since this title does not currently exist).

Here is where there is a problem by having more than one ICANN employee as a board member at PTI. It would certainly be difficult to maintain impartiality on issues that would have conflict of interest, and as you can see, more than one board member is already a majority

Hi, I personally prefer the title 'Executive Director,' as it it is much more symbolic of the role we expect people who lead non profits to take. The term 'President' has too much of the visionary builder of greater companies bound up in it meaning. avri On 16-Jun-15 16:23, Gomes, Chuck wrote:

I like the sound of ‘President Elise’.

Chuck

*From:*cwg-stewardship-bounces@icann.org [mailto:cwg-stewardship-bounces@icann.org] *On Behalf Of *Greg Shatan *Sent:* Tuesday, June 16, 2015 2:44 PM *To:* Donna Austin *Cc:* cwg-stewardship@icann.org; Client *Subject:* Re: [CWG-Stewardship] PTI Board Composition: IANA Managing Director

Most likely, Elise would get a "better title" and be President of PTI. That is the default title for the head of a corporation, profit or non (and sometimes even a division -- see Akram Attalah, President, Global Domains Division). Elise wouldn't be the VP, IANA because she would no longer be a Vice President (and employee) of ICANN; instead she'd be the top dog of PTI. (I continue to push against "Managing Director" because it has no meaning or consistent usage in any US corporate context, except in the banking and fund world, where it has a different meaning.)

An alternative often seen when referring to the top employee in US non-profits is "Executive Director." Subject to legal advice, that might make everyone including me happy (though I personally find President to be a more desirable and impressive title). I'm sure either President or Executive Director would provide continuity and comfort while also providing clarity as to function in a California Public Benefit Corporation.

Greg

On Tue, Jun 16, 2015 at 2:28 PM, Donna Austin <Donna.Austin@ariservices.com <mailto:Donna.Austin@ariservices.com>> wrote:

From a RySG perspective, we had provided comments that supported PTI, but on the premise that this would allow the continuation and management of the IANA Department in much the same way as we know it today. That’s one of the reasons we supported an ‘insider’ board because we felt this was one way to maintain some semblance of the IANA Department that we know now and which provides services considered by the customers to be satisfactory..

I may have a different view from Chuck on this, but I would think that the inclusion of the VP, IANA (currently Elise Gerich) or as ‘IANA Managing Director’ if a title change is required, would make sense in ensuring continuity and also providing some level of comfort for current employees.

Thanks,

Donna

Description: Description: Description: ARI Logo*D**ONNA AUSTIN* Policy and Industry Affairs Manager

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*From:*cwg-stewardship-bounces@icann.org <mailto:cwg-stewardship-bounces@icann.org> [mailto:cwg-stewardship-bounces@icann.org <mailto:cwg-stewardship-bounces@icann.org>] *On Behalf Of *Greg Shatan *Sent:* Monday, 15 June 2015 11:32 PM *To:* Mwendwa Kivuva *Cc:* Client; cwg-stewardship@icann.org <mailto:cwg-stewardship@icann.org> *Subject:* Re: [CWG-Stewardship] PTI Board Composition: IANA Managing Director

PTI is supposed to be an entity controlled by ICANN; in essence, a subsidiary. This control is achieved by ICANN appointing 3 employees of ICANN or PTI. They are not supposed to be "impartial"; they are supposed to carry out ICANN's wishes.

If there are 5 board members, more than one board member is clearly NOT a majority. 3 board members is a majority.

On Tuesday, June 16, 2015, Mwendwa Kivuva <Kivuva@transworldafrica.com <mailto:Kivuva@transworldafrica.com>> wrote:

On Jun 15, 2015 10:14 PM, "Greg Shatan" <gregshatanipc@gmail.com <mailto:gregshatanipc@gmail.com>> wrote: > > All: > > In the course of discussing the composition of the "inside" (controlled) PTI Board, I believe we have stated that three seats would be appointed by ICANN, with two being unspecified ICANN employees and one being the "IANA Managing Director." I've been asked to clarify who this IANA Managing Director is (since this title does not currently exist).

Here is where there is a problem by having more than one ICANN employee as a board member at PTI. It would certainly be difficult to maintain impartiality on issues that would have conflict of interest, and as you can see, more than one board member is already a majority

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+1 CW On 17 Jun 2015, at 07:31, Martin Boyle <Martin.Boyle@nominet.org.uk> wrote:

I'd note the Sidley advice that the top officer title is something that could be left to the company to decide. I would concur, but I do recognise Avri's point below. Let's try to keep the role clear in our mind and in this I would strongly support Donna's analysis.

Martin

-----Original Message----- From: cwg-stewardship-bounces@icann.org [mailto:cwg-stewardship-bounces@icann.org] On Behalf Of Avri Doria Sent: 16 June 2015 21:32 To: cwg-stewardship@icann.org Subject: Re: [CWG-Stewardship] PTI Board Composition: IANA Managing Director

Hi,

I personally prefer the title 'Executive Director,' as it it is much more symbolic of the role we expect people who lead non profits to take. The term 'President' has too much of the visionary builder of greater companies bound up in it meaning.

avri

On 16-Jun-15 16:23, Gomes, Chuck wrote:

...

I like the sound of 'President Elise'.

Chuck

*From:*cwg-stewardship-bounces@icann.org [mailto:cwg-stewardship-bounces@icann.org] *On Behalf Of *Greg Shatan *Sent:* Tuesday, June 16, 2015 2:44 PM *To:* Donna Austin *Cc:* cwg-stewardship@icann.org; Client *Subject:* Re: [CWG-Stewardship] PTI Board Composition: IANA Managing Director

Most likely, Elise would get a "better title" and be President of PTI. That is the default title for the head of a corporation, profit or non (and sometimes even a division -- see Akram Attalah, President, Global Domains Division). Elise wouldn't be the VP, IANA because she would no longer be a Vice President (and employee) of ICANN; instead she'd be the top dog of PTI. (I continue to push against "Managing Director" because it has no meaning or consistent usage in any US corporate context, except in the banking and fund world, where it has a different meaning.)

An alternative often seen when referring to the top employee in US non-profits is "Executive Director." Subject to legal advice, that might make everyone including me happy (though I personally find President to be a more desirable and impressive title). I'm sure either President or Executive Director would provide continuity and comfort while also providing clarity as to function in a California Public Benefit Corporation.

Greg

On Tue, Jun 16, 2015 at 2:28 PM, Donna Austin <Donna.Austin@ariservices.com <mailto:Donna.Austin@ariservices.com>> wrote:

From a RySG perspective, we had provided comments that supported PTI, but on the premise that this would allow the continuation and management of the IANA Department in much the same way as we know it today. That's one of the reasons we supported an 'insider' board because we felt this was one way to maintain some semblance of the IANA Department that we know now and which provides services considered by the customers to be satisfactory..

I may have a different view from Chuck on this, but I would think that the inclusion of the VP, IANA (currently Elise Gerich) or as 'IANA Managing Director' if a title change is required, would make sense in ensuring continuity and also providing some level of comfort for current employees.

Thanks,

Donna

Description: Description: Description: ARI Logo*D**ONNA AUSTIN* Policy and Industry Affairs Manager

*ARI REGISTRY SERVICES* Melbourne*|*Los Angeles *P* +1 310 890 9655 <tel:%2B1%20310%20890%209655> *P* +61 3 9866 3710 <tel:%2B61%203%209866%203710> *E** *donna.austin@ariservices.com <mailto:donna.austin@ariservices.com>_ _*W** *www.ariservices.com <http://www.ariservices.com/>

/Follow us on //Twitter/ <https://twitter.com/ARIservices>

/The information contained in this communication is intended for the named recipients only. It is subject to copyright and may contain legally privileged and confidential information and if you are not an intended recipient you must not use, copy, distribute or take any action in reliance on it. If you have received this communication in error, please delete all copies from your system and notify us immediately./

*From:*cwg-stewardship-bounces@icann.org <mailto:cwg-stewardship-bounces@icann.org> [mailto:cwg-stewardship-bounces@icann.org <mailto:cwg-stewardship-bounces@icann.org>] *On Behalf Of *Greg Shatan *Sent:* Monday, 15 June 2015 11:32 PM *To:* Mwendwa Kivuva *Cc:* Client; cwg-stewardship@icann.org <mailto:cwg-stewardship@icann.org> *Subject:* Re: [CWG-Stewardship] PTI Board Composition: IANA Managing Director

PTI is supposed to be an entity controlled by ICANN; in essence, a subsidiary. This control is achieved by ICANN appointing 3 employees of ICANN or PTI. They are not supposed to be "impartial"; they are supposed to carry out ICANN's wishes.

If there are 5 board members, more than one board member is clearly NOT a majority. 3 board members is a majority.

On Tuesday, June 16, 2015, Mwendwa Kivuva <Kivuva@transworldafrica.com <mailto:Kivuva@transworldafrica.com>> wrote:

On Jun 15, 2015 10:14 PM, "Greg Shatan" <gregshatanipc@gmail.com <mailto:gregshatanipc@gmail.com>> wrote:

...

All:

In the course of discussing the composition of the "inside"

(controlled) PTI Board, I believe we have stated that three seats would be appointed by ICANN, with two being unspecified ICANN employees and one being the "IANA Managing Director." I've been asked to clarify who this IANA Managing Director is (since this title does not currently exist).

Here is where there is a problem by having more than one ICANN employee as a board member at PTI. It would certainly be difficult to maintain impartiality on issues that would have conflict of interest, and as you can see, more than one board member is already a majority

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