Re: [CWG-Stewardship] [client com] PTI Board Composition: IANA Managing Director
On Jun 15, 2015 11:39 PM, "James Gannon" <james@cyberinvasion.net> wrote:
Hey Avri,
My preference would be that the CEO of PTI be in a non-voting seat yes
The CEO should be allowed to break a tie in case of a deadlock at the board.
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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All 5 board members need to have full voting rights. As James Gannon pointed out, a "director" without a vote is not a director under applicable California law. So, this tie-breaker suggestion won't work. Greg Shatan On Mon, Jun 15, 2015 at 11:55 PM, Mwendwa Kivuva < Kivuva@transworldafrica.com> wrote:
On Jun 15, 2015 11:39 PM, "James Gannon" <james@cyberinvasion.net> wrote:
Hey Avri,
My preference would be that the CEO of PTI be in a non-voting seat yes
The CEO should be allowed to break a tie in case of a deadlock at the board.
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
_______________________________________________ CWG-Stewardship mailing list CWG-Stewardship@icann.org https://mm.icann.org/mailman/listinfo/cwg-stewardship
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participants (2)
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Greg Shatan -
Mwendwa Kivuva