Hi, I haven’t commented on this thread, mainly because I thought the discussion was headed in an agreeable direction. I think Martin has raised an interesting point, and hope this issue doesn’t become a problem in the near or distant future. However, as noted by others, I don’t see this as an SCI issue. Since this isn’t a policy issue, I honestly don’t see this as something necessarily being within the scope of the GNSO Council either. Having said that, I don’t think it would be harmful for the council to discuss the issue. Ideally, this would have been picked up during the GNSO review, but should be individually tackled by the GNSO’s SGs/Cs. Isn’t the Board SIC involved in the process of SG/C charter revisions as well? I tried searching for a process description, but couldn’t find one. May be helpful to reference that in any response we send Martin, if that is indeed the case. I seem to remember them being involved in the NCSG charter revision. Thanks. Amr On Mar 9, 2015, at 9:11 PM, Mary Wong <mary.wong@icann.org> wrote:

Dear Angie and everyone,

Thanks very much for the thoughtful comments – I think we are both saying very similar things! Essentially, the BC (like all other GNSO SG/Cs) defines its own charter and scope, which is one reason why (as well as more general reasons having to do with the fundamental community consensus-based bottom-up ICANN structure) staff suggested that this is an issue best determined by the BC itself. This can include all the considerations mentioned by Angie, and the BC may also decide it wishes to discuss the question with other GNSO SG/Cs. As we also noted, to the extent that a substantial or discrete part the GNSO community then believes a more uniform or coherent approach is needed, either the BC or another GNSO SG/C can bring it up as part of the ongoing GNSO Review - a point that was noted by Avri as something that can be done through each SG/C’s representatives on the GNSO Working Party, including the BC's.

Anne has requested that staff draft a response to Martin and the BC, which we propose to do along these lines. Although we do not think this is necessarily the type of matter that the SCI Charter was intended to cover, nonetheless it may be helpful to see if this is a shared SCI view. Please reply therefore if you have an objection to the proposed approach. If none is received by 23:59 UTC on Wednesday 11 March, we will proceed as noted herein.

Thanks and cheers Mary

Mary Wong Senior Policy Director Internet Corporation for Assigned Names & Numbers (ICANN) Telephone: +1 603 574 4892 Email: mary.wong@icann.org

From: Angie Graves <angie@webgroup.com> Date: Monday, March 9, 2015 at 11:52 To: Anne <AAikman@lrrlaw.com>, Mary Wong <mary.wong@icann.org>, "<gnso-improvem-impl-sc@icann.org>" <gnso-improvem-impl-sc@icann.org> Cc: Julie Hedlund <julie.hedlund@icann.org>, Ron Andruff <randruff@rnapartners.com> Subject: Fwd: Request to the SCI - Vote switching

...

Dear Anne, Mary and SCI,

I am writing to share my thoughts with the SCI as a member of both the BC and the SCI. If any of my thoughts expressed below conflict with Mary Wong's pending response, I defer to her.

I am inclined to think that I am speaking for more than just myself when I say that the SCI recognizes, too, the importance of this issue Martin has raised, and that we would like to be able to provide answers and resolution to the potential for abuse of voting rights.

Unfortunately, the SCI's charter directs us to consider GNSO Council processes and procedures and Working Group guidelines that have been identified either by the GNSO Council or a group chartered by the GNSO Council as needing discussion (e.g. a WG). As the Business Constituency is one of the Constituencies within the Commercial Stakeholder Group (CSG) referred to in Article X.5 of the ICANN bylaws, and as the BC's charter review is not at the request of the GNSO Council, Martin's request lies outside of the SCI's scope.

I am available to talk about this issue with Martin and/or with the BC Charter Review Drafting Team, and maybe determine together the optimal way forward. My suggestion is for the SCI to recommend that Martin raise this issue first inside the BC following the Drafting Team's completion of its first order of business--the charter review. In seeking BC consensus on the issue, requests for outside review will be thoroughly considered by the constituency, ideas for mitigation will be collected, and the best path forward with the issue will be determined and agreed upon by the BC membership.

Thoughts?

Thank you,

Angie

---------- Forwarded message ---------- From: <martinsutton@hsbc.com> Date: Mon, Mar 9, 2015 at 5:26 AM Subject: RE: Request to the SCI - Vote switching To: "Aikman-Scalese, Anne" <AAikman@lrrlaw.com> Cc: Angie Graves <angie@webgroup.com>, "<gnso-improvem-impl-sc@icann.org>" <gnso-improvem-impl-sc@icann.org>, Julie Hedlund <julie.hedlund@icann.org>, Mary Wong <mary.wong@icann.org>, Ron Andruff <randruff@rnapartners.com>

Dear Anne,

Thank you for your helpful response and suggestion - all noted.

Kind regards,

Martin Martin C SUTTON Manager, Group Fraud Risk & Intelligence Global Security & Fraud Risk Level 8,1 Canada Square,Canary Wharf,London,E14 5AB,United Kingdom __________________________________________________________________

Phone +44 (0)207 991 8074 Mobile +44 (0)777 4556680 Email martinsutton@hsbc.com Website www.hsbc.com

__________________________________________________________________ Protect our environment - please only print this if you have to!

From: "Aikman-Scalese, Anne" <AAikman@lrrlaw.com> To: Martin C SUTTON/HGHQ/HSBC@HSBC Cc: 'Mary Wong' <mary.wong@icann.org>, Julie Hedlund <julie.hedlund@icann.org>, "<gnso-improvem-impl-sc@icann.org>" <gnso-improvem-impl-sc@icann.org>, 'Ron Andruff' <randruff@rnapartners.com>, 'Angie Graves' <angie@webgroup.com> Date: 07/03/2015 22:20 Subject: RE: Request to the SCI - Vote switching

Martin, Although SCI has not met, there has been some discussion on the list regarding your request on behalf of the BC Charter subteam.

Staff (Mary Wong) is drafting a response to your request for SCI and will be circulating that response to SCI members for purposes of developing a consensus on the recommended approach for BC in this fact situation. At present we have no calls scheduled. If SCI members are not in agreement with the approach described in the draft response that staff is preparing, we will likely need to schedule a call to discuss in more detail than achieved to date on the list. In this regard, you may want to alert and brief the BC members of SCI as to this particular issue since, to my knowledge, neither one of the BC SCI appointees has commented in the discussion of this matter on the SCI list. Thank you, Anne

<ATT00001.gif> Anne E. Aikman-Scalese, Of Counsel Lewis Roca Rothgerber LLP | One South Church Avenue Suite 700 | Tucson, Arizona 85701-1611 (T) 520.629.4428 | (F) 520.879.4725 AAikman@LRRLaw.com | www.LRRLaw.com

From: martinsutton@hsbc.com [mailto:martinsutton@hsbc.com] Sent: Friday, March 06, 2015 9:17 AM To: Aikman-Scalese, Anne Subject: Re: Request to the SCI - Vote switching

Dear Anne,

As a follow-up, could you please let me know when the SCI is next due to meet/discuss the item raised below? I just want to manage expectations with the BC Charter group, so an indicative time would be helpful.

Kind regards,

Martin Martin C SUTTON Manager, Group Fraud Risk & Intelligence Global Security & Fraud Risk Level 8,1 Canada Square,Canary Wharf,London,E14 5AB,United Kingdom

__________________________________________________________________

Phone +44 (0)207 991 8074 Mobile +44 (0)777 4556680 Email martinsutton@hsbc.com Website www.hsbc.com

__________________________________________________________________ Protect our environment - please only print this if you have to!

From: Martin C SUTTON/HGHQ/HSBC To: "Anne Aikman-Scalese" <AAikman@LRRLaw.com> Date: 26/02/2015 23:21 Subject: Re: Request to the SCI - Vote switching

Thank you Anne, much appreciated.

Martin Sutton Manager, Group Fraud Risk and Intelligence Ph: ++44 (0)20 7991 8074 Mob: ++44 (0)777 4556680 Sent from my BlackBerry

*********************************

HSBC Holdings plc Registered Office: 1 Canada Square, London E14 5AB, United Kingdom Registered in England number 617987

*********************************

From: "Aikman-Scalese, Anne" [AAikman@lrrlaw.com] Sent: 26/02/2015 20:31 GMT To: Martin C SUTTON Subject: RE: Request to the SCI - Vote switching

Thanks Martin. I will bring this before SCI. Anne

<ATT00002.gif> Anne E. Aikman-Scalese, Of Counsel Lewis Roca Rothgerber LLP | One South Church Avenue Suite 700 | Tucson, Arizona 85701-1611 (T) 520.629.4428 | (F) 520.879.4725 AAikman@LRRLaw.com | www.LRRLaw.com

From: martinsutton@hsbc.com [mailto:martinsutton@hsbc.com] Sent: Thursday, February 26, 2015 12:30 PM To: Aikman-Scalese, Anne Subject: Request to the SCI - Vote switching

Dear Anne,

I am a member of the Business Constituency and currently working with the BC Charter Review team. During our recent discussions, we identified a potential issue that may affect GNSO Stakeholder Groups (SGs) and Constituencies (Cs) which may warrant the attention of the SCI, which I understand you currently chair.

With the introduction of New gTLDs, an increasing number of organisations now meet the criteria of membership within multiple groups, even across the contracting and non-contracting parties divide. The point in question is in relation to the ability for a member of multiple SGs and Cs to regularly switch their voting rights between these groups in a tactical manner, so as to apply votes for elections/decisions where they may have concerns with lack of representation within a specific group, at a specific time. Whilst they may only vote in one of the SGs or Cs, there is no restriction as to when and how frequently they may switch their voting power between these groups. This could be too flexible and potentially allow the system to be exploited.

I am pleased to say that there is no evidence that this is occurring but as new members continue to increase, it seems sensible to consider preventative measures be put in place to protect the GNSO for the future. As an example, a multi-member organisation could be obliged to commit holding it's voting rights within one group for a minimum term of 12 months before switching to another group. Of course, this would need to be uniform across all of the SGs and Cs, hence, we think it is appropriate to raise this issue with the SCI for consideration.

I would be happy to discuss further and interested to know if you feel this would be appropriate and worthwhile for the SCI to assess.

Kind regards,

Martin Martin C SUTTON Manager, Group Fraud Risk & Intelligence Global Security & Fraud Risk Level 8,1 Canada Square,Canary Wharf,London,E14 5AB,United Kingdom

__________________________________________________________________

Phone +44 (0)207 991 8074 Mobile +44 (0)777 4556680 Email martinsutton@hsbc.com Website www.hsbc.com

__________________________________________________________________ Protect our environment - please only print this if you have to!

----------------------------------------- SAVE PAPER - THINK BEFORE YOU PRINT!

This E-mail is confidential.

It may also be legally privileged. If you are not the addressee you may not copy, forward, disclose or use any part of it. If you have received this message in error, please delete it and all copies from your system and notify the sender immediately by return E-mail.

Internet communications cannot be guaranteed to be timely secure, error or virus-free. The sender does not accept liability for any errors or omissions.

This message and any attachments are intended only for the use of the individual or entity to which they are addressed. If the reader of this message or an attachment is not the intended recipient or the employee or agent responsible for delivering the message or attachment to the intended recipient you are hereby notified that any dissemination, distribution or copying of this message or any attachment is strictly prohibited. If you have received this communication in error, please notify us immediately by replying to the sender. The information transmitted in this message and any attachments may be privileged, is intended only for the personal and confidential use of the intended recipients, and is covered by the Electronic Communications Privacy Act, 18 U.S.C. §2510-2521.

************************************************************ HSBC Holdings plc Registered Office: 8 Canada Square, London E14 5HQ, United Kingdom Registered in England number 617987 ************************************************************

----------------------------------------- SAVE PAPER - THINK BEFORE YOU PRINT!

This E-mail is confidential.

It may also be legally privileged. If you are not the addressee you may not copy, forward, disclose or use any part of it. If you have received this message in error, please delete it and all copies from your system and notify the sender immediately by return E-mail.

Internet communications cannot be guaranteed to be timely secure, error or virus-free. The sender does not accept liability for any errors or omissions.

This message and any attachments are intended only for the use of the individual or entity to which they are addressed. If the reader of this message or an attachment is not the intended recipient or the employee or agent responsible for delivering the message or attachment to the intended recipient you are hereby notified that any dissemination, distribution or copying of this message or any attachment is strictly prohibited. If you have received this communication in error, please notify us immediately by replying to the sender. The information transmitted in this message and any attachments may be privileged, is intended only for the personal and confidential use of the intended recipients, and is covered by the Electronic Communications Privacy Act, 18 U.S.C. §2510-2521.

************************************************************ HSBC Holdings plc Registered Office: 8 Canada Square, London E14 5HQ, United Kingdom Registered in England number 617987 ************************************************************

----------------------------------------- SAVE PAPER - THINK BEFORE YOU PRINT!

This E-mail is confidential.

It may also be legally privileged. If you are not the addressee you may not copy, forward, disclose or use any part of it. If you have received this message in error, please delete it and all copies from your system and notify the sender immediately by return E-mail.

Internet communications cannot be guaranteed to be timely secure, error or virus-free. The sender does not accept liability for any errors or omissions.

<ATT00001.gif><ATT00002.gif>

I am not entirely in agreement with the note or its underlying premises. I do agree that this is not an SCI issue in the sense that we cannot generate our own issues, and that our issues can only come from the Council or from a "group chartered by the Council." The Business Constituency is neither, since it is chartered by ICANN. However,I believe this is an issue relating to the effectiveness and functioning of the GNSO Operating Procedures, and specifically, Section 6.1.2(j), which states that"No legal or natural person should be a voting member of more than one Group." The BC is questioning whether this Section of the GNSO Operating Procedures is effective as currently drafted, given the increasing number of stakeholders eligible to join multiple SGs. The GNSO Operating Procedures are maintained by the GNSO Council. Therefore, this seems to me to be an issue that is within the remit of the Council and which the Council could the refer to the SCI after appropriate deliberations. I think it goes too far to say that this is outside the Council's purview because each SG/C is responsible for its own charter. As you acknowledge later on in the note, the Charters are subject to a number of principles in the GNSO Operating Procedures. To the extent that this relates to one of those principles (and it does) this is appropriate for the Council to take up. Furthermore, the Council, which meets regularly, would seem to be a better forum for shepherding this issue, as opposed to the leaderships of the SG/C's, which do not meet regularly. If the leaderships did meet and decide that a common rule for all GNSO SG/C needed to be adopted to guard against vote-switching, the natural method for creating and adopting such a rule would be for the GNSO Council (and by extension, the SCI) to amend GNSO Operating Procedures Section 6.1.2(j). Sending this issue through the SG/C leaderships would just delay consideration. It seems to me that, at the very least, we should include in this letter (or email) as one of the suggestions that the BC bring this up before the Council. We should also not simply say we are unable to take up the issue. We should say that we are unable to take up the issue unless it is referred to us by the Council. I am also not particularly enthusiastic about suggesting that the BC consult with other SG/C's on a piecemeal basis. This is the kind of problem that cries out for a GNSO-wide solution, so that there are consistent rules and results, and we don't have certain SG/C's that are friendly to "vote-switchers" and others that are not. In any event, I don't think this should be premised in any way on whether other SG/C's are undergoing a charter review. This issue is timely because this is an increasingly realistic problem, not because an SG/C is revising its charter. Overall, I just think this should be more neutral in terms of the options, and include the Council (and a review of 6.1.2(j)) as one of those options. If the BC chooses to consult with leaderships, that should be fine. If the BC chooses to take that route, that should be fine, too. Greg On Mon, Mar 16, 2015 at 4:11 PM, Mary Wong <mary.wong@icann.org> wrote:

Hello everyone,

Since we have received no objections from anyone, and both Amr and Angie agreed that the SCI should proceed with a reply to Martin Sutton as sketched out by Angie and me, we have drafted the following email that Anne as SCI chair can send if it meets the purpose. Since we thought it would make sense to keep the note brief, we thought that sending it in the form of an email rather than as a separate letter would work too.

On Amr’s question about SG/C charter revisions, our understanding is that each SG/C – in the current GNSO structure – is obliged to include procedures for amending their charters therein. However, under the previous structure, and more specifically in the transitional period to the current structure with four new SGs largely supplanting the old Constituency structure, each SG Charter had to be submitted to and approved by the ICANN Board. This took place between July 2009 and June 2011. Similarly, each existing Constituency had to be renewed and reconfirmed by the Board – this took place in early 2009.

Our suggested draft text for a reply to Martin follows below.

Dear Martin,

Thank you for reaching out to me and the GNSO’s Standing Committee on Improvements Implementation (SCI) on 26 February 2015. The SCI has discussed the question that the Business Constituency (BC) raised concerning the possibility of vote-switching across different GNSO groups, and while we agree that this situation is not currently addressed by the GNSO’s rules or procedures, we have also concluded that this specific issue lies outside the remit of the SCI.

The SCI was chartered by the GNSO Council to review and assess the effectiveness and functioning of the GNSO Operating Procedures and Working Group Guidelines. As such, questions relating to Stakeholder Group/Constituency (SG/C) operations are beyond the scope of our charter, for the simple reason that the ICANN’s bottom-up community structure is based on each SG/C defining its own governance rules. The drafting, scoping, adoption, review and amendment of each group’s charter is therefore a matter for that group’s internal deliberations and decision, with a light oversight exercised by the ICANN Board which (under the current Bylaws) retains the discretion to prescribe periodic reviews of each group’s charter (see Article X, Section 5.3 of the ICANN Bylaws).

Although the SCI is unable to take up consideration of the issue raised by the BC, we recognize the potential problem that this could cause were it to happen and would therefore like to offer a few options for your and the BC’s consideration. As the question arose during the BC's discussion of a revision of its Charter, it may be helpful for the BC - as part of its internal deliberations and process - to determine whether to seek external input and also how suggestions for mitigation received can assist in its decision as to the best way to proceed. For instance, BC leadership could reach out to other SG/C leaders to see if a common GNSO position can be developed around the issue. While we do not ourselves know if other SG/Cs are going to be reviewing their charters at this time, we note that each SG/C charter is supposed to specify the process for charter amendment. It may therefore turn out to be timely for the BC to raise this issue within the broader GNSO community.

In this regard, it may be helpful to note that the GNSO Operating Procedures prescribe that SG/C rules be based on common general principles that ensure representativeness, openness, transparency and accountability. Specifically, while groups are not required to maintain identical rules, their participation principles should be objective, standardized and clear (see Section 6.1.1 and generally Section 6 of the GNSO Operating Procedures). In line therefore with the concept of community–based bottom–up governance, if a substantial part of the GNSO community were to agree on a need to solve the potential voting problem, this could result in the development of a GNSO norm or principle that could, if appropriate, be added to the GNSO Operating Procedures.

Additionally, given the ongoing structural review of the GNSO, the BC may also wish to consider bringing up the issue with the GNSO Working Party that is coordinating this effort on the community’s behalf, perhaps through the BC representatives on the group. We understand also that the initial report of the independent examiner will be published for public comment in mid-2015, so there will be additional opportunities for public comments that can include suggestions for further structural improvements to the GNSO as well.

I hope that these suggestions from the SCI will be useful to the BC. Should you or the BC have any additional questions concerning the functioning of the GNSO Operating Procedures and Working Group Guidelines, please do not hesitate to contact me. The SCI will be pleased to support the community’s efforts to better understand and improve these rules and processes.

With best regards,

Anne Aikman-Scalese 2015 Chair, SCI

From: Amr Elsadr <aelsadr@egyptig.org> Date: Tuesday, March 10, 2015 at 06:43 To: Mary Wong <mary.wong@icann.org> Cc: "<gnso-improvem-impl-sc@icann.org>" <gnso-improvem-impl-sc@icann.org>, Ron Andruff <randruff@rnapartners.com> Subject: Re: [gnso-improvem-impl-sc] Re: Request to the SCI - Vote switching

Hi,

I haven’t commented on this thread, mainly because I thought the discussion was headed in an agreeable direction.

I think Martin has raised an interesting point, and hope this issue doesn’t become a problem in the near or distant future. However, as noted by others, I don’t see this as an SCI issue. Since this isn’t a policy issue, I honestly don’t see this as something necessarily being within the scope of the GNSO Council either. Having said that, I don’t think it would be harmful for the council to discuss the issue. Ideally, this would have been picked up during the GNSO review, but should be individually tackled by the GNSO’s SGs/Cs.

Isn’t the Board SIC involved in the process of SG/C charter revisions as well? I tried searching for a process description, but couldn’t find one. May be helpful to reference that in any response we send Martin, if that is indeed the case. I seem to remember them being involved in the NCSG charter revision.

Thanks.

Amr

On Mar 9, 2015, at 9:11 PM, Mary Wong <mary.wong@icann.org> wrote:

Dear Angie and everyone,

Thanks very much for the thoughtful comments – I think we are both saying very similar things! Essentially, the BC (like all other GNSO SG/Cs) defines its own charter and scope, which is one reason why (as well as more general reasons having to do with the fundamental community consensus-based bottom-up ICANN structure) staff suggested that this is an issue best determined by the BC itself. This can include all the considerations mentioned by Angie, and the BC may also decide it wishes to discuss the question with other GNSO SG/Cs. As we also noted, to the extent that a substantial or discrete part the GNSO community then believes a more uniform or coherent approach is needed, either the BC or another GNSO SG/C can bring it up as part of the ongoing GNSO Review - a point that was noted by Avri as something that can be done through each SG/C’s representatives on the GNSO Working Party, including the BC's.

Anne has requested that staff draft a response to Martin and the BC, which we propose to do along these lines. Although we do not think this is necessarily the type of matter that the SCI Charter was intended to cover, nonetheless it may be helpful to see if this is a shared SCI view. Please reply therefore if you have an objection to the proposed approach. If none is received by *23:59 UTC on Wednesday 11 March*, we will proceed as noted herein.

Thanks and cheers Mary

Mary Wong Senior Policy Director Internet Corporation for Assigned Names & Numbers (ICANN) Telephone: +1 603 574 4892 Email: mary.wong@icann.org

From: Angie Graves <angie@webgroup.com> Date: Monday, March 9, 2015 at 11:52 To: Anne <AAikman@lrrlaw.com>, Mary Wong <mary.wong@icann.org>, "< gnso-improvem-impl-sc@icann.org>" <gnso-improvem-impl-sc@icann.org> Cc: Julie Hedlund <julie.hedlund@icann.org>, Ron Andruff < randruff@rnapartners.com> Subject: Fwd: Request to the SCI - Vote switching

Dear Anne, Mary and SCI,

I am writing to share my thoughts with the SCI as a member of both the BC and the SCI. If any of my thoughts expressed below conflict with Mary Wong's pending response, I defer to her.

I am inclined to think that I am speaking for more than just myself when I say that the SCI recognizes, too, the importance of this issue Martin has raised, and that we would like to be able to provide answers and resolution to the potential for abuse of voting rights.

Unfortunately, the SCI's charter directs us to consider GNSO Council processes and procedures and Working Group guidelines that have been identified either by the GNSO Council or a group chartered by the GNSO Council as needing discussion (e.g. a WG). As the Business Constituency is one of the Constituencies within the Commercial Stakeholder Group (CSG) referred to in Article X.5 of the ICANN bylaws, and as the BC's charter review is not at the request of the GNSO Council, Martin's request lies outside of the SCI's scope.

I am available to talk about this issue with Martin and/or with the BC Charter Review Drafting Team, and maybe determine together the optimal way forward. My suggestion is for the SCI to recommend that Martin raise this issue first inside the BC following the Drafting Team's completion of its first order of business--the charter review. In seeking BC consensus on the issue, requests for outside review will be thoroughly considered by the constituency, ideas for mitigation will be collected, and the best path forward with the issue will be determined and agreed upon by the BC membership.

Thoughts?

Thank you,

Angie

---------- Forwarded message ---------- From: <martinsutton@hsbc.com> Date: Mon, Mar 9, 2015 at 5:26 AM Subject: RE: Request to the SCI - Vote switching To: "Aikman-Scalese, Anne" <AAikman@lrrlaw.com> Cc: Angie Graves <angie@webgroup.com>, "<gnso-improvem-impl-sc@icann.org>" <gnso-improvem-impl-sc@icann.org>, Julie Hedlund <julie.hedlund@icann.org>, Mary Wong <mary.wong@icann.org>, Ron Andruff <randruff@rnapartners.com>

Dear Anne,

Thank you for your helpful response and suggestion - all noted.

Kind regards,

Martin *Martin C SUTTON * Manager, Group Fraud Risk & Intelligence Global Security & Fraud Risk Level 8,1 Canada Square,Canary Wharf,London,E14 5AB,United Kingdom __________________________________________________________________

Phone+44 (0)207 991 8074Mobile+44 (0)777 4556680Email *martinsutton@hsbc.com* <martinsutton@hsbc.com>Website*www.hsbc.com* <http://www.hsbc.com/>

__________________________________________________________________ Protect our environment - please only print this if you have to!

From: "Aikman-Scalese, Anne" <AAikman@lrrlaw.com> To: Martin C SUTTON/HGHQ/HSBC@HSBC Cc: 'Mary Wong' <mary.wong@icann.org>, Julie Hedlund < julie.hedlund@icann.org>, "<gnso-improvem-impl-sc@icann.org>" < gnso-improvem-impl-sc@icann.org>, 'Ron Andruff' <randruff@rnapartners.com>, 'Angie Graves' <angie@webgroup.com> Date: 07/03/2015 22:20 Subject: RE: Request to the SCI - Vote switching ------------------------------

Martin, Although SCI has not met, there has been some discussion on the list regarding your request on behalf of the BC Charter subteam.

Staff (Mary Wong) is drafting a response to your request for SCI and will be circulating that response to SCI members for purposes of developing a consensus on the recommended approach for BC in this fact situation. At present we have no calls scheduled. If SCI members are not in agreement with the approach described in the draft response that staff is preparing, we will likely need to schedule a call to discuss in more detail than achieved to date on the list. In this regard, you may want to alert and brief the BC members of SCI as to this particular issue since, to my knowledge, neither one of the BC SCI appointees has commented in the discussion of this matter on the SCI list. Thank you, Anne

<ATT00001.gif> *Anne E. Aikman-Scalese, Of Counsel**Lewis Roca Rothgerber LLP |**One South Church Avenue Suite 700 | Tucson, Arizona 85701-1611**(T) 520.629.4428 <520.629.4428> | (F) 520.879.4725 <520.879.4725>**AAikman@LRRLaw.com* <AAikman@LRRLaw.com>* | **www.LRRLaw.com* <http://www.lrrlaw.com/>

*From:* martinsutton@hsbc.com [mailto:martinsutton@hsbc.com <martinsutton@hsbc.com>] * Sent:* Friday, March 06, 2015 9:17 AM * To:* Aikman-Scalese, Anne * Subject:* Re: Request to the SCI - Vote switching

Dear Anne,

As a follow-up, could you please let me know when the SCI is next due to meet/discuss the item raised below? I just want to manage expectations with the BC Charter group, so an indicative time would be helpful.

Kind regards,

Martin * Martin C SUTTON * Manager, Group Fraud Risk & Intelligence Global Security & Fraud Risk Level 8,1 Canada Square,Canary Wharf,London,E14 5AB,United Kingdom

__________________________________________________________________

Phone+44 (0)207 991 8074Mobile+44 (0)777 4556680Email *martinsutton@hsbc.com* <martinsutton@hsbc.com>Website*www.hsbc.com* <http://www.hsbc.com/>

__________________________________________________________________ Protect our environment - please only print this if you have to!

From: Martin C SUTTON/HGHQ/HSBC To: "Anne Aikman-Scalese" <*AAikman@LRRLaw.com* <AAikman@LRRLaw.com>> Date: 26/02/2015 23:21 Subject: Re: Request to the SCI - Vote switching

------------------------------

Thank you Anne, much appreciated.

Martin Sutton Manager, Group Fraud Risk and Intelligence Ph: ++44 (0)20 7991 8074 Mob: ++44 (0)777 4556680 Sent from my BlackBerry

*********************************

HSBC Holdings plc Registered Office: 1 Canada Square, London E14 5AB, United Kingdom Registered in England number 617987

*********************************

------------------------------ * From: *"Aikman-Scalese, Anne" [AAikman@lrrlaw.com] * Sent: *26/02/2015 20:31 GMT * To: *Martin C SUTTON * Subject: *RE: Request to the SCI - Vote switching

Thanks Martin. I will bring this before SCI. Anne

<ATT00002.gif> *Anne E. Aikman-Scalese, Of Counsel**Lewis Roca Rothgerber LLP |**One South Church Avenue Suite 700 | Tucson, Arizona 85701-1611**(T) 520.629.4428 <520.629.4428> | (F) 520.879.4725 <520.879.4725>**AAikman@LRRLaw.com* <AAikman@LRRLaw.com>* | **www.LRRLaw.com* <http://www.lrrlaw.com/>

* From:* *martinsutton@hsbc.com* <martinsutton@hsbc.com> [ *mailto:martinsutton@hsbc.com* <martinsutton@hsbc.com>] * Sent:* Thursday, February 26, 2015 12:30 PM * To:* Aikman-Scalese, Anne * Subject:* Request to the SCI - Vote switching

Dear Anne,

I am a member of the Business Constituency and currently working with the BC Charter Review team. During our recent discussions, we identified a potential issue that may affect GNSO Stakeholder Groups (SGs) and Constituencies (Cs) which may warrant the attention of the SCI, which I understand you currently chair.

With the introduction of New gTLDs, an increasing number of organisations now meet the criteria of membership within multiple groups, even across the contracting and non-contracting parties divide. The point in question is in relation to the ability for a member of multiple SGs and Cs to regularly switch their voting rights between these groups in a tactical manner, so as to apply votes for elections/decisions where they may have concerns with lack of representation within a specific group, at a specific time. Whilst they may only vote in one of the SGs or Cs, there is no restriction as to when and how frequently they may switch their voting power between these groups. This could be too flexible and potentially allow the system to be exploited.

I am pleased to say that there is no evidence that this is occurring but as new members continue to increase, it seems sensible to consider preventative measures be put in place to protect the GNSO for the future. As an example, a multi-member organisation could be obliged to commit holding it's voting rights within one group for a minimum term of 12 months before switching to another group. Of course, this would need to be uniform across all of the SGs and Cs, hence, we think it is appropriate to raise this issue with the SCI for consideration.

I would be happy to discuss further and interested to know if you feel this would be appropriate and worthwhile for the SCI to assess.

Kind regards,

Martin * Martin C SUTTON * Manager, Group Fraud Risk & Intelligence Global Security & Fraud Risk Level 8,1 Canada Square,Canary Wharf,London,E14 5AB,United Kingdom

__________________________________________________________________

Phone+44 (0)207 991 8074Mobile+44 (0)777 4556680Email *martinsutton@hsbc.com* <martinsutton@hsbc.com>Website*www.hsbc.com* <http://www.hsbc.com/>

__________________________________________________________________ Protect our environment - please only print this if you have to!

------------------------------

----------------------------------------- SAVE PAPER - THINK BEFORE YOU PRINT!

This E-mail is confidential.

It may also be legally privileged. If you are not the addressee you may not copy, forward, disclose or use any part of it. If you have received this message in error, please delete it and all copies from your system and notify the sender immediately by return E-mail.

Internet communications cannot be guaranteed to be timely secure, error or virus-free. The sender does not accept liability for any errors or omissions.

------------------------------

This message and any attachments are intended only for the use of the individual or entity to which they are addressed. If the reader of this message or an attachment is not the intended recipient or the employee or agent responsible for delivering the message or attachment to the intended recipient you are hereby notified that any dissemination, distribution or copying of this message or any attachment is strictly prohibited. If you have received this communication in error, please notify us immediately by replying to the sender. The information transmitted in this message and any attachments may be privileged, is intended only for the personal and confidential use of the intended recipients, and is covered by the Electronic Communications Privacy Act, 18 U.S.C. §2510-2521.

************************************************************ HSBC Holdings plc Registered Office: 8 Canada Square, London E14 5HQ, United Kingdom Registered in England number 617987 ************************************************************

------------------------------

----------------------------------------- SAVE PAPER - THINK BEFORE YOU PRINT!

This E-mail is confidential.

It may also be legally privileged. If you are not the addressee you may not copy, forward, disclose or use any part of it. If you have received this message in error, please delete it and all copies from your system and notify the sender immediately by return E-mail.

Internet communications cannot be guaranteed to be timely secure, error or virus-free. The sender does not accept liability for any errors or omissions.

------------------------------

This message and any attachments are intended only for the use of the individual or entity to which they are addressed. If the reader of this message or an attachment is not the intended recipient or the employee or agent responsible for delivering the message or attachment to the intended recipient you are hereby notified that any dissemination, distribution or copying of this message or any attachment is strictly prohibited. If you have received this communication in error, please notify us immediately by replying to the sender. The information transmitted in this message and any attachments may be privileged, is intended only for the personal and confidential use of the intended recipients, and is covered by the Electronic Communications Privacy Act, 18 U.S.C. §2510-2521.

************************************************************ HSBC Holdings plc Registered Office: 8 Canada Square, London E14 5HQ, United Kingdom Registered in England number 617987 ************************************************************

------------------------------ ----------------------------------------- SAVE PAPER - THINK BEFORE YOU PRINT!

This E-mail is confidential.

It may also be legally privileged. If you are not the addressee you may not copy, forward, disclose or use any part of it. If you have received this message in error, please delete it and all copies from your system and notify the sender immediately by return E-mail.

Internet communications cannot be guaranteed to be timely secure, error or virus-free. The sender does not accept liability for any errors or omissions.

<ATT00001.gif><ATT00002.gif>

Thanks much to you too, Angie! I apologize ­ I had misunderstood Martin¹s note in that by mentioning the BC, the BC Charter Review Team and ³we" I had assumed the issue Martin highlighted was one that had already been brought to the attention of the broader BC or at least BC leadership. Seen in the light that you¹ve just shone on it, I do think it¹s worth noting that we ­ and in this I mean myself more than anyone ­ should be careful in the future about who raises a question to the SCI and on whose behalf. Although it¹s not likely that the SCI will see a flood of requests and queries, we should probably make a distinction between official queries by a GNSO group and informal questions by individuals who happen to encounter an issue in one particular group. In the meantime, I will also try to see if the draft note can/should be further edited to make it clear that the SCI is not responding formally to an official query. Thanks and cheers Mary Mary Wong Senior Policy Director Internet Corporation for Assigned Names & Numbers (ICANN) Telephone: +1 603 574 4892 Email: mary.wong@icann.org From: Angie Graves <angie@webgroup.com> Date: Monday, March 16, 2015 at 19:22 To: Greg Shatan <gregshatanipc@gmail.com> Cc: Mary Wong <mary.wong@icann.org>, "<gnso-improvem-impl-sc@icann.org>" <gnso-improvem-impl-sc@icann.org>, Ron Andruff <randruff@rnapartners.com> Subject: Re: [gnso-improvem-impl-sc] Re: Request to the SCI - Vote switching

Dear All,

Thanks to Anne and Mary for composing the response.

I agree with Greg's comments, and have a few more:

It would be helpful to clarify Martin's status as representative, because the language in the SCI letter may be misinterpreted-- Martin wrote to the SCI as a representative of the BC's Charter Review Team, not as representative of the entire BC. Referencing his request as "raised by the BC" gives a different context to the suggestions offered to him in SCI's response.

I mention this because, as a fellow member of the BC, the issue Martin raised with the SCI has not yet been shared with the BC membership at large, any maybe not with any BC member outside of the BC's Charter Review Team. A sentence suggesting that the BC's Charter Review Team share this issue with the BC membership, so that the BC can agree to and support a course of action, may be a simple fix.

One other note: I suggest removing the sentence about the timeliness of raising the issue with the broader GNSO community. Firstly, this sentence may be misinterpreted by Martin as direction to him to raise the issue with the GNSO community, as he raised the issue with us. Also, from a BC perspective, the item on Martin's plate most deserving of priority and time is completing the charter revision work being done now by the BC's Charter Review Team. In that context, this issue is a drain on his time and attention. I believe that the BC will be most receptive to the issue if it is raised alongside delivery of the revised charter.

Nit: representatives on the group would sound better as representatives of the group

Thank you,

Angie

On Mon, Mar 16, 2015 at 5:07 PM, Greg Shatan <gregshatanipc@gmail.com> wrote:

...

I am not entirely in agreement with the note or its underlying premises.

I do agree that this is not an SCI issue in the sense that we cannot generate our own issues, and that our issues can only come from the Council or from a "group chartered by the Council." The Business Constituency is neither, since it is chartered by ICANN.

However,I believe this is an issue relating to the effectiveness and functioning of the GNSO Operating Procedures, and specifically, Section 6.1.2(j), which states that"No legal or natural person should be a voting member of more than one Group." The BC is questioning whether this Section of the GNSO Operating Procedures is effective as currently drafted, given the increasing number of stakeholders eligible to join multiple SGs. The GNSO Operating Procedures are maintained by the GNSO Council. Therefore, this seems to me to be an issue that is within the remit of the Council and which the Council could the refer to the SCI after appropriate deliberations. I think it goes too far to say that this is outside the Council's purview because each SG/C is responsible for its own charter. As you acknowledge later on in the note, the Charters are subject to a number of principles in the GNSO Operating Procedures. To the extent that this relates to one of those principles (and it does) this is appropriate for the Council to take up.

Furthermore, the Council, which meets regularly, would seem to be a better forum for shepherding this issue, as opposed to the leaderships of the SG/C's, which do not meet regularly. If the leaderships did meet and decide that a common rule for all GNSO SG/C needed to be adopted to guard against vote-switching, the natural method for creating and adopting such a rule would be for the GNSO Council (and by extension, the SCI) to amend GNSO Operating Procedures Section 6.1.2(j). Sending this issue through the SG/C leaderships would just delay consideration.

It seems to me that, at the very least, we should include in this letter (or email) as one of the suggestions that the BC bring this up before the Council. We should also not simply say we are unable to take up the issue. We should say that we are unable to take up the issue unless it is referred to us by the Council.

I am also not particularly enthusiastic about suggesting that the BC consult with other SG/C's on a piecemeal basis. This is the kind of problem that cries out for a GNSO-wide solution, so that there are consistent rules and results, and we don't have certain SG/C's that are friendly to "vote-switchers" and others that are not. In any event, I don't think this should be premised in any way on whether other SG/C's are undergoing a charter review. This issue is timely because this is an increasingly realistic problem, not because an SG/C is revising its charter.

Overall, I just think this should be more neutral in terms of the options, and include the Council (and a review of 6.1.2(j)) as one of those options. If the BC chooses to consult with leaderships, that should be fine. If the BC chooses to take that route, that should be fine, too.

Greg

On Mon, Mar 16, 2015 at 4:11 PM, Mary Wong <mary.wong@icann.org> wrote:

...

Hello everyone,

Since we have received no objections from anyone, and both Amr and Angie agreed that the SCI should proceed with a reply to Martin Sutton as sketched out by Angie and me, we have drafted the following email that Anne as SCI chair can send if it meets the purpose. Since we thought it would make sense to keep the note brief, we thought that sending it in the form of an email rather than as a separate letter would work too.

On Amr¹s question about SG/C charter revisions, our understanding is that each SG/C ­ in the current GNSO structure ­ is obliged to include procedures for amending their charters therein. However, under the previous structure, and more specifically in the transitional period to the current structure with four new SGs largely supplanting the old Constituency structure, each SG Charter had to be submitted to and approved by the ICANN Board. This took place between July 2009 and June 2011. Similarly, each existing Constituency had to be renewed and reconfirmed by the Board ­ this took place in early 2009.

Our suggested draft text for a reply to Martin follows below.

Dear Martin,

Thank you for reaching out to me and the GNSO¹s Standing Committee on Improvements Implementation (SCI) on 26 February 2015. The SCI has discussed the question that the Business Constituency (BC) raised concerning the possibility of vote-switching across different GNSO groups, and while we agree that this situation is not currently addressed by the GNSO¹s rules or procedures, we have also concluded that this specific issue lies outside the remit of the SCI.

The SCI was chartered by the GNSO Council to review and assess the effectiveness and functioning of the GNSO Operating Procedures and Working Group Guidelines. As such, questions relating to Stakeholder Group/Constituency (SG/C) operations are beyond the scope of our charter, for the simple reason that the ICANN¹s bottom-up community structure is based on each SG/C defining its own governance rules. The drafting, scoping, adoption, review and amendment of each group¹s charter is therefore a matter for that group¹s internal deliberations and decision, with a light oversight exercised by the ICANN Board which (under the current Bylaws) retains the discretion to prescribe periodic reviews of each group¹s charter (see Article X, Section 5.3 of the ICANN Bylaws).

Although the SCI is unable to take up consideration of the issue raised by the BC, we recognize the potential problem that this could cause were it to happen and would therefore like to offer a few options for your and the BC¹s consideration. As the question arose during the BC's discussion of a revision of its Charter, it may be helpful for the BC - as part of its internal deliberations and process - to determine whether to seek external input and also how suggestions for mitigation received can assist in its decision as to the best way to proceed. For instance, BC leadership could reach out to other SG/C leaders to see if a common GNSO position can be developed around the issue. While we do not ourselves know if other SG/Cs are going to be reviewing their charters at this time, we note that each SG/C charter is supposed to specify the process for charter amendment. It may therefore turn out to be timely for the BC to raise this issue within the broader GNSO community.

In this regard, it may be helpful to note that the GNSO Operating Procedures prescribe that SG/C rules be based on common general principles that ensure representativeness, openness, transparency and accountability. Specifically, while groups are not required to maintain identical rules, their participation principles should be objective, standardized and clear (see Section 6.1.1 and generally Section 6 of the GNSO Operating Procedures). In line therefore with the concept of community­based bottom­up governance, if a substantial part of the GNSO community were to agree on a need to solve the potential voting problem, this could result in the development of a GNSO norm or principle that could, if appropriate, be added to the GNSO Operating Procedures.

Additionally, given the ongoing structural review of the GNSO, the BC may also wish to consider bringing up the issue with the GNSO Working Party that is coordinating this effort on the community¹s behalf, perhaps through the BC representatives on the group. We understand also that the initial report of the independent examiner will be published for public comment in mid-2015, so there will be additional opportunities for public comments that can include suggestions for further structural improvements to the GNSO as well.

I hope that these suggestions from the SCI will be useful to the BC. Should you or the BC have any additional questions concerning the functioning of the GNSO Operating Procedures and Working Group Guidelines, please do not hesitate to contact me. The SCI will be pleased to support the community¹s efforts to better understand and improve these rules and processes.

With best regards,

Anne Aikman-Scalese 2015 Chair, SCI

From: Amr Elsadr <aelsadr@egyptig.org> Date: Tuesday, March 10, 2015 at 06:43 To: Mary Wong <mary.wong@icann.org> Cc: "<gnso-improvem-impl-sc@icann.org>" <gnso-improvem-impl-sc@icann.org>, Ron Andruff <randruff@rnapartners.com> Subject: Re: [gnso-improvem-impl-sc] Re: Request to the SCI - Vote switching

...

Hi,

I haven¹t commented on this thread, mainly because I thought the discussion was headed in an agreeable direction.

I think Martin has raised an interesting point, and hope this issue doesn¹t become a problem in the near or distant future. However, as noted by others, I don¹t see this as an SCI issue. Since this isn¹t a policy issue, I honestly don¹t see this as something necessarily being within the scope of the GNSO Council either. Having said that, I don¹t think it would be harmful for the council to discuss the issue. Ideally, this would have been picked up during the GNSO review, but should be individually tackled by the GNSO¹s SGs/Cs.

Isn¹t the Board SIC involved in the process of SG/C charter revisions as well? I tried searching for a process description, but couldn¹t find one. May be helpful to reference that in any response we send Martin, if that is indeed the case. I seem to remember them being involved in the NCSG charter revision.

Thanks.

Amr

On Mar 9, 2015, at 9:11 PM, Mary Wong <mary.wong@icann.org> wrote:

...

Dear Angie and everyone,

Thanks very much for the thoughtful comments ­ I think we are both saying very similar things! Essentially, the BC (like all other GNSO SG/Cs) defines its own charter and scope, which is one reason why (as well as more general reasons having to do with the fundamental community consensus-based bottom-up ICANN structure) staff suggested that this is an issue best determined by the BC itself. This can include all the considerations mentioned by Angie, and the BC may also decide it wishes to discuss the question with other GNSO SG/Cs. As we also noted, to the extent that a substantial or discrete part the GNSO community then believes a more uniform or coherent approach is needed, either the BC or another GNSO SG/C can bring it up as part of the ongoing GNSO Review - a point that was noted by Avri as something that can be done through each SG/C¹s representatives on the GNSO Working Party, including the BC's.

Anne has requested that staff draft a response to Martin and the BC, which we propose to do along these lines. Although we do not think this is necessarily the type of matter that the SCI Charter was intended to cover, nonetheless it may be helpful to see if this is a shared SCI view. Please reply therefore if you have an objection to the proposed approach. If none is received by 23:59 UTC on Wednesday 11 March, we will proceed as noted herein.

Thanks and cheers Mary

Mary Wong Senior Policy Director Internet Corporation for Assigned Names & Numbers (ICANN) Telephone: +1 603 574 4892 <tel:%2B1%20603%20574%204892> Email: mary.wong@icann.org

From: Angie Graves <angie@webgroup.com> Date: Monday, March 9, 2015 at 11:52 To: Anne <AAikman@lrrlaw.com>, Mary Wong <mary.wong@icann.org>, "<gnso-improvem-impl-sc@icann.org>" <gnso-improvem-impl-sc@icann.org> Cc: Julie Hedlund <julie.hedlund@icann.org>, Ron Andruff <randruff@rnapartners.com> Subject: Fwd: Request to the SCI - Vote switching

...

Dear Anne, Mary and SCI,

I am writing to share my thoughts with the SCI as a member of both the BC and the SCI. If any of my thoughts expressed below conflict with Mary Wong's pending response, I defer to her.

I am inclined to think that I am speaking for more than just myself when I say that the SCI recognizes, too, the importance of this issue Martin has raised, and that we would like to be able to provide answers and resolution to the potential for abuse of voting rights.

Unfortunately, the SCI's charter directs us to consider GNSO Council processes and procedures and Working Group guidelines that have been identified either by the GNSO Council or a group chartered by the GNSO Council as needing discussion (e.g. a WG). As the Business Constituency is one of the Constituencies within the Commercial Stakeholder Group (CSG) referred to in Article X.5 of the ICANN bylaws, and as the BC's charter review is not at the request of the GNSO Council, Martin's request lies outside of the SCI's scope.

I am available to talk about this issue with Martin and/or with the BC Charter Review Drafting Team, and maybe determine together the optimal way forward. My suggestion is for the SCI to recommend that Martin raise this issue first inside the BC following the Drafting Team's completion of its first order of business--the charter review. In seeking BC consensus on the issue, requests for outside review will be thoroughly considered by the constituency, ideas for mitigation will be collected, and the best path forward with the issue will be determined and agreed upon by the BC membership.

Thoughts?

Thank you,

Angie

---------- Forwarded message ---------- From: <martinsutton@hsbc.com> Date: Mon, Mar 9, 2015 at 5:26 AM Subject: RE: Request to the SCI - Vote switching To: "Aikman-Scalese, Anne" <AAikman@lrrlaw.com> Cc: Angie Graves <angie@webgroup.com>, "<gnso-improvem-impl-sc@icann.org>" <gnso-improvem-impl-sc@icann.org>, Julie Hedlund <julie.hedlund@icann.org>, Mary Wong <mary.wong@icann.org>, Ron Andruff <randruff@rnapartners.com>

Dear Anne,

Thank you for your helpful response and suggestion - all noted.

Kind regards,

Martin Martin C SUTTON Manager, Group Fraud Risk & Intelligence Global Security & Fraud Risk Level 8,1 Canada Square,Canary Wharf,London,E14 5AB,United Kingdom __________________________________________________________________

Phone+44 (0)207 991 8074 <tel:%2B44%20%280%29207%20991%208074> Mobile+44 (0)777 4556680 <tel:%2B44%20%280%29777%204556680> Emailmartinsutton@hsbc.com <mailto:martinsutton@hsbc.com> Websitewww.hsbc.com <http://www.hsbc.com/>

__________________________________________________________________ Protect our environment - please only print this if you have to!

From: "Aikman-Scalese, Anne" <AAikman@lrrlaw.com> To: Martin C SUTTON/HGHQ/HSBC@HSBC Cc: 'Mary Wong' <mary.wong@icann.org>, Julie Hedlund <julie.hedlund@icann.org>, "<gnso-improvem-impl-sc@icann.org>" <gnso-improvem-impl-sc@icann.org>, 'Ron Andruff' <randruff@rnapartners.com>, 'Angie Graves' <angie@webgroup.com> Date: 07/03/2015 22:20 Subject: RE: Request to the SCI - Vote switching

Martin, Although SCI has not met, there has been some discussion on the list regarding your request on behalf of the BC Charter subteam.

Staff (Mary Wong) is drafting a response to your request for SCI and will be circulating that response to SCI members for purposes of developing a consensus on the recommended approach for BC in this fact situation. At present we have no calls scheduled. If SCI members are not in agreement with the approach described in the draft response that staff is preparing, we will likely need to schedule a call to discuss in more detail than achieved to date on the list. In this regard, you may want to alert and brief the BC members of SCI as to this particular issue since, to my knowledge, neither one of the BC SCI appointees has commented in the discussion of this matter on the SCI list. Thank you, Anne

<ATT00001.gif> Anne E. Aikman-Scalese, Of Counsel Lewis Roca Rothgerber LLP | One South Church Avenue Suite 700 | Tucson, Arizona 85701-1611 (T) 520.629.4428 <tel:520.629.4428> | (F) 520.879.4725 <tel:520.879.4725> AAikman@LRRLaw.com <mailto:AAikman@LRRLaw.com> | www.LRRLaw.com <http://www.lrrlaw.com/>

From: martinsutton@hsbc.com [mailto:martinsutton@hsbc.com <mailto:martinsutton@hsbc.com> ] Sent: Friday, March 06, 2015 9:17 AM To: Aikman-Scalese, Anne Subject: Re: Request to the SCI - Vote switching

Dear Anne,

As a follow-up, could you please let me know when the SCI is next due to meet/discuss the item raised below? I just want to manage expectations with the BC Charter group, so an indicative time would be helpful.

Kind regards,

Martin Martin C SUTTON Manager, Group Fraud Risk & Intelligence Global Security & Fraud Risk Level 8,1 Canada Square,Canary Wharf,London,E14 5AB,United Kingdom

__________________________________________________________________ Phone+44 (0)207 991 8074 <tel:%2B44%20%280%29207%20991%208074> Mobile+44 (0)777 4556680 <tel:%2B44%20%280%29777%204556680> Emailmartinsutton@hsbc.com <mailto:martinsutton@hsbc.com> Websitewww.hsbc.com <http://www.hsbc.com/>

__________________________________________________________________ Protect our environment - please only print this if you have to!

From: Martin C SUTTON/HGHQ/HSBC To: "Anne Aikman-Scalese" <AAikman@LRRLaw.com <mailto:AAikman@LRRLaw.com> > Date: 26/02/2015 23:21 Subject: Re: Request to the SCI - Vote switching

Thank you Anne, much appreciated.

Martin Sutton Manager, Group Fraud Risk and Intelligence Ph: ++44 (0)20 7991 8074 <tel:%2B%2B44%20%280%2920%207991%208074> Mob: ++44 (0)777 4556680 <tel:%2B%2B44%20%280%29777%204556680> Sent from my BlackBerry

*********************************

HSBC Holdings plc Registered Office: 1 Canada Square, London E14 5AB, United Kingdom Registered in England number 617987

*********************************

From: "Aikman-Scalese, Anne" [AAikman@lrrlaw.com] Sent: 26/02/2015 20:31 GMT To: Martin C SUTTON Subject: RE: Request to the SCI - Vote switching

Thanks Martin. I will bring this before SCI. Anne

<ATT00002.gif> Anne E. Aikman-Scalese, Of Counsel Lewis Roca Rothgerber LLP | One South Church Avenue Suite 700 | Tucson, Arizona 85701-1611 (T) 520.629.4428 <tel:520.629.4428> | (F) 520.879.4725 <tel:520.879.4725> AAikman@LRRLaw.com <mailto:AAikman@LRRLaw.com> | www.LRRLaw.com <http://www.lrrlaw.com/>

From: martinsutton@hsbc.com <mailto:martinsutton@hsbc.com> [mailto:martinsutton@hsbc.com <mailto:martinsutton@hsbc.com> ] Sent: Thursday, February 26, 2015 12:30 PM To: Aikman-Scalese, Anne Subject: Request to the SCI - Vote switching

Dear Anne,

I am a member of the Business Constituency and currently working with the BC Charter Review team. During our recent discussions, we identified a potential issue that may affect GNSO Stakeholder Groups (SGs) and Constituencies (Cs) which may warrant the attention of the SCI, which I understand you currently chair.

With the introduction of New gTLDs, an increasing number of organisations now meet the criteria of membership within multiple groups, even across the contracting and non-contracting parties divide. The point in question is in relation to the ability for a member of multiple SGs and Cs to regularly switch their voting rights between these groups in a tactical manner, so as to apply votes for elections/decisions where they may have concerns with lack of representation within a specific group, at a specific time. Whilst they may only vote in one of the SGs or Cs, there is no restriction as to when and how frequently they may switch their voting power between these groups. This could be too flexible and potentially allow the system to be exploited.

I am pleased to say that there is no evidence that this is occurring but as new members continue to increase, it seems sensible to consider preventative measures be put in place to protect the GNSO for the future. As an example, a multi-member organisation could be obliged to commit holding it's voting rights within one group for a minimum term of 12 months before switching to another group. Of course, this would need to be uniform across all of the SGs and Cs, hence, we think it is appropriate to raise this issue with the SCI for consideration.

I would be happy to discuss further and interested to know if you feel this would be appropriate and worthwhile for the SCI to assess.

Kind regards,

Martin Martin C SUTTON Manager, Group Fraud Risk & Intelligence Global Security & Fraud Risk Level 8,1 Canada Square,Canary Wharf,London,E14 5AB,United Kingdom

__________________________________________________________________

Phone+44 (0)207 991 8074 <tel:%2B44%20%280%29207%20991%208074> Mobile+44 (0)777 4556680 <tel:%2B44%20%280%29777%204556680> Emailmartinsutton@hsbc.com <mailto:martinsutton@hsbc.com> Websitewww.hsbc.com <http://www.hsbc.com/>

__________________________________________________________________ Protect our environment - please only print this if you have to!

----------------------------------------- SAVE PAPER - THINK BEFORE YOU PRINT!

This E-mail is confidential.

It may also be legally privileged. If you are not the addressee you may not copy, forward, disclose or use any part of it. If you have received this message in error, please delete it and all copies from your system and notify the sender immediately by return E-mail.

Internet communications cannot be guaranteed to be timely secure, error or virus-free. The sender does not accept liability for any errors or omissions.

This message and any attachments are intended only for the use of the individual or entity to which they are addressed. If the reader of this message or an attachment is not the intended recipient or the employee or agent responsible for delivering the message or attachment to the intended recipient you are hereby notified that any dissemination, distribution or copying of this message or any attachment is strictly prohibited. If you have received this communication in error, please notify us immediately by replying to the sender. The information transmitted in this message and any attachments may be privileged, is intended only for the personal and confidential use of the intended recipients, and is covered by the Electronic Communications Privacy Act, 18 U.S.C. §2510-2521.

************************************************************ HSBC Holdings plc Registered Office: 8 Canada Square, London E14 5HQ, United Kingdom Registered in England number 617987 ************************************************************

----------------------------------------- SAVE PAPER - THINK BEFORE YOU PRINT!

This E-mail is confidential.

It may also be legally privileged. If you are not the addressee you may not copy, forward, disclose or use any part of it. If you have received this message in error, please delete it and all copies from your system and notify the sender immediately by return E-mail.

Internet communications cannot be guaranteed to be timely secure, error or virus-free. The sender does not accept liability for any errors or omissions.

This message and any attachments are intended only for the use of the individual or entity to which they are addressed. If the reader of this message or an attachment is not the intended recipient or the employee or agent responsible for delivering the message or attachment to the intended recipient you are hereby notified that any dissemination, distribution or copying of this message or any attachment is strictly prohibited. If you have received this communication in error, please notify us immediately by replying to the sender. The information transmitted in this message and any attachments may be privileged, is intended only for the personal and confidential use of the intended recipients, and is covered by the Electronic Communications Privacy Act, 18 U.S.C. §2510-2521.

************************************************************ HSBC Holdings plc Registered Office: 8 Canada Square, London E14 5HQ, United Kingdom Registered in England number 617987 ************************************************************

----------------------------------------- SAVE PAPER - THINK BEFORE YOU PRINT!

This E-mail is confidential.

It may also be legally privileged. If you are not the addressee you may not copy, forward, disclose or use any part of it. If you have received this message in error, please delete it and all copies from your system and notify the sender immediately by return E-mail.

Internet communications cannot be guaranteed to be timely secure, error or virus-free. The sender does not accept liability for any errors or omissions.

<ATT00001.gif><ATT00002.gif>

Mary, Our response to Martin should definitely include a reference to GNSO Operating Procedure 6.1.2(j) and Martin can take this up with the BC. We should not omit a relevant GNSO Operating Procedure when responding to this question. Thank you, Anne [cid:image001.gif@01D06008.D270D840] Anne E. Aikman-Scalese, Of Counsel Lewis Roca Rothgerber LLP | One South Church Avenue Suite 700 | Tucson, Arizona 85701-1611 (T) 520.629.4428 | (F) 520.879.4725 AAikman@LRRLaw.com<mailto:AAikman@LRRLaw.com> | www.LRRLaw.com<http://www.lrrlaw.com/> From: owner-gnso-improvem-impl-sc@icann.org [mailto:owner-gnso-improvem-impl-sc@icann.org] On Behalf Of Mary Wong Sent: Monday, March 16, 2015 4:26 PM Cc: <gnso-improvem-impl-sc@icann.org>; Ron Andruff Subject: Re: [gnso-improvem-impl-sc] Re: Request to the SCI - Vote switching Thanks for the detailed feedback, Greg. I will amend the note to reflect your suggestions, including to take up the matter with the Council directly rather than with individual SG/Cs. On the question of whether the BC's question raises the broader question of the effectiveness of Section 6.1.2(j), this may be something the SCI can include in its review plan should the Council choose not to refer the topic to the SCI at this time. As such, while we may not include it in the note to the BC, the SCI can certainly add it to its list of potential topics for further/future review at the appropriate time. Thanks and cheers Mary Mary Wong Senior Policy Director Internet Corporation for Assigned Names & Numbers (ICANN) Telephone: +1 603 574 4892 Email: mary.wong@icann.org<mailto:mary.wong@icann.org> From: Greg Shatan <gregshatanipc@gmail.com<mailto:gregshatanipc@gmail.com>> Date: Monday, March 16, 2015 at 17:07 To: Mary Wong <mary.wong@icann.org<mailto:mary.wong@icann.org>> Cc: "<gnso-improvem-impl-sc@icann.org<mailto:gnso-improvem-impl-sc@icann.org>>" <gnso-improvem-impl-sc@icann.org<mailto:gnso-improvem-impl-sc@icann.org>>, Ron Andruff <randruff@rnapartners.com<mailto:randruff@rnapartners.com>> Subject: Re: [gnso-improvem-impl-sc] Re: Request to the SCI - Vote switching I am not entirely in agreement with the note or its underlying premises. I do agree that this is not an SCI issue in the sense that we cannot generate our own issues, and that our issues can only come from the Council or from a "group chartered by the Council." The Business Constituency is neither, since it is chartered by ICANN. However,I believe this is an issue relating to the effectiveness and functioning of the GNSO Operating Procedures, and specifically, Section 6.1.2(j), which states that"No legal or natural person should be a voting member of more than one Group." The BC is questioning whether this Section of the GNSO Operating Procedures is effective as currently drafted, given the increasing number of stakeholders eligible to join multiple SGs. The GNSO Operating Procedures are maintained by the GNSO Council. Therefore, this seems to me to be an issue that is within the remit of the Council and which the Council could the refer to the SCI after appropriate deliberations. I think it goes too far to say that this is outside the Council's purview because each SG/C is responsible for its own charter. As you acknowledge later on in the note, the Charters are subject to a number of principles in the GNSO Operating Procedures. To the extent that this relates to one of those principles (and it does) this is appropriate for the Council to take up. Furthermore, the Council, which meets regularly, would seem to be a better forum for shepherding this issue, as opposed to the leaderships of the SG/C's, which do not meet regularly. If the leaderships did meet and decide that a common rule for all GNSO SG/C needed to be adopted to guard against vote-switching, the natural method for creating and adopting such a rule would be for the GNSO Council (and by extension, the SCI) to amend GNSO Operating Procedures Section 6.1.2(j). Sending this issue through the SG/C leaderships would just delay consideration. It seems to me that, at the very least, we should include in this letter (or email) as one of the suggestions that the BC bring this up before the Council. We should also not simply say we are unable to take up the issue. We should say that we are unable to take up the issue unless it is referred to us by the Council. I am also not particularly enthusiastic about suggesting that the BC consult with other SG/C's on a piecemeal basis. This is the kind of problem that cries out for a GNSO-wide solution, so that there are consistent rules and results, and we don't have certain SG/C's that are friendly to "vote-switchers" and others that are not. In any event, I don't think this should be premised in any way on whether other SG/C's are undergoing a charter review. This issue is timely because this is an increasingly realistic problem, not because an SG/C is revising its charter. Overall, I just think this should be more neutral in terms of the options, and include the Council (and a review of 6.1.2(j)) as one of those options. If the BC chooses to consult with leaderships, that should be fine. If the BC chooses to take that route, that should be fine, too. Greg On Mon, Mar 16, 2015 at 4:11 PM, Mary Wong <mary.wong@icann.org<mailto:mary.wong@icann.org>> wrote: Hello everyone, Since we have received no objections from anyone, and both Amr and Angie agreed that the SCI should proceed with a reply to Martin Sutton as sketched out by Angie and me, we have drafted the following email that Anne as SCI chair can send if it meets the purpose. Since we thought it would make sense to keep the note brief, we thought that sending it in the form of an email rather than as a separate letter would work too. On Amr's question about SG/C charter revisions, our understanding is that each SG/C - in the current GNSO structure - is obliged to include procedures for amending their charters therein. However, under the previous structure, and more specifically in the transitional period to the current structure with four new SGs largely supplanting the old Constituency structure, each SG Charter had to be submitted to and approved by the ICANN Board. This took place between July 2009 and June 2011. Similarly, each existing Constituency had to be renewed and reconfirmed by the Board - this took place in early 2009. Our suggested draft text for a reply to Martin follows below. Dear Martin, Thank you for reaching out to me and the GNSO's Standing Committee on Improvements Implementation (SCI) on 26 February 2015. The SCI has discussed the question that the Business Constituency (BC) raised concerning the possibility of vote-switching across different GNSO groups, and while we agree that this situation is not currently addressed by the GNSO's rules or procedures, we have also concluded that this specific issue lies outside the remit of the SCI. The SCI was chartered by the GNSO Council to review and assess the effectiveness and functioning of the GNSO Operating Procedures and Working Group Guidelines. As such, questions relating to Stakeholder Group/Constituency (SG/C) operations are beyond the scope of our charter, for the simple reason that the ICANN's bottom-up community structure is based on each SG/C defining its own governance rules. The drafting, scoping, adoption, review and amendment of each group's charter is therefore a matter for that group's internal deliberations and decision, with a light oversight exercised by the ICANN Board which (under the current Bylaws) retains the discretion to prescribe periodic reviews of each group's charter (see Article X, Section 5.3 of the ICANN Bylaws). Although the SCI is unable to take up consideration of the issue raised by the BC, we recognize the potential problem that this could cause were it to happen and would therefore like to offer a few options for your and the BC's consideration. As the question arose during the BC's discussion of a revision of its Charter, it may be helpful for the BC - as part of its internal deliberations and process - to determine whether to seek external input and also how suggestions for mitigation received can assist in its decision as to the best way to proceed. For instance, BC leadership could reach out to other SG/C leaders to see if a common GNSO position can be developed around the issue. While we do not ourselves know if other SG/Cs are going to be reviewing their charters at this time, we note that each SG/C charter is supposed to specify the process for charter amendment. It may therefore turn out to be timely for the BC to raise this issue within the broader GNSO community. In this regard, it may be helpful to note that the GNSO Operating Procedures prescribe that SG/C rules be based on common general principles that ensure representativeness, openness, transparency and accountability. Specifically, while groups are not required to maintain identical rules, their participation principles should be objective, standardized and clear (see Section 6.1.1 and generally Section 6 of the GNSO Operating Procedures). In line therefore with the concept of community-based bottom-up governance, if a substantial part of the GNSO community were to agree on a need to solve the potential voting problem, this could result in the development of a GNSO norm or principle that could, if appropriate, be added to the GNSO Operating Procedures. Additionally, given the ongoing structural review of the GNSO, the BC may also wish to consider bringing up the issue with the GNSO Working Party that is coordinating this effort on the community's behalf, perhaps through the BC representatives on the group. We understand also that the initial report of the independent examiner will be published for public comment in mid-2015, so there will be additional opportunities for public comments that can include suggestions for further structural improvements to the GNSO as well. I hope that these suggestions from the SCI will be useful to the BC. Should you or the BC have any additional questions concerning the functioning of the GNSO Operating Procedures and Working Group Guidelines, please do not hesitate to contact me. The SCI will be pleased to support the community's efforts to better understand and improve these rules and processes. With best regards, Anne Aikman-Scalese 2015 Chair, SCI From: Amr Elsadr <aelsadr@egyptig.org<mailto:aelsadr@egyptig.org>> Date: Tuesday, March 10, 2015 at 06:43 To: Mary Wong <mary.wong@icann.org<mailto:mary.wong@icann.org>> Cc: "<gnso-improvem-impl-sc@icann.org<mailto:gnso-improvem-impl-sc@icann.org>>" <gnso-improvem-impl-sc@icann.org<mailto:gnso-improvem-impl-sc@icann.org>>, Ron Andruff <randruff@rnapartners.com<mailto:randruff@rnapartners.com>> Subject: Re: [gnso-improvem-impl-sc] Re: Request to the SCI - Vote switching Hi, I haven't commented on this thread, mainly because I thought the discussion was headed in an agreeable direction. I think Martin has raised an interesting point, and hope this issue doesn't become a problem in the near or distant future. However, as noted by others, I don't see this as an SCI issue. Since this isn't a policy issue, I honestly don't see this as something necessarily being within the scope of the GNSO Council either. Having said that, I don't think it would be harmful for the council to discuss the issue. Ideally, this would have been picked up during the GNSO review, but should be individually tackled by the GNSO's SGs/Cs. Isn't the Board SIC involved in the process of SG/C charter revisions as well? I tried searching for a process description, but couldn't find one. May be helpful to reference that in any response we send Martin, if that is indeed the case. I seem to remember them being involved in the NCSG charter revision. Thanks. Amr On Mar 9, 2015, at 9:11 PM, Mary Wong <mary.wong@icann.org<mailto:mary.wong@icann.org>> wrote: Dear Angie and everyone, Thanks very much for the thoughtful comments - I think we are both saying very similar things! Essentially, the BC (like all other GNSO SG/Cs) defines its own charter and scope, which is one reason why (as well as more general reasons having to do with the fundamental community consensus-based bottom-up ICANN structure) staff suggested that this is an issue best determined by the BC itself. This can include all the considerations mentioned by Angie, and the BC may also decide it wishes to discuss the question with other GNSO SG/Cs. As we also noted, to the extent that a substantial or discrete part the GNSO community then believes a more uniform or coherent approach is needed, either the BC or another GNSO SG/C can bring it up as part of the ongoing GNSO Review - a point that was noted by Avri as something that can be done through each SG/C's representatives on the GNSO Working Party, including the BC's. Anne has requested that staff draft a response to Martin and the BC, which we propose to do along these lines. Although we do not think this is necessarily the type of matter that the SCI Charter was intended to cover, nonetheless it may be helpful to see if this is a shared SCI view. Please reply therefore if you have an objection to the proposed approach. If none is received by 23:59 UTC on Wednesday 11 March, we will proceed as noted herein. Thanks and cheers Mary Mary Wong Senior Policy Director Internet Corporation for Assigned Names & Numbers (ICANN) Telephone: +1 603 574 4892<tel:%2B1%20603%20574%204892> Email: mary.wong@icann.org<mailto:mary.wong@icann.org> From: Angie Graves <angie@webgroup.com<mailto:angie@webgroup.com>> Date: Monday, March 9, 2015 at 11:52 To: Anne <AAikman@lrrlaw.com<mailto:AAikman@lrrlaw.com>>, Mary Wong <mary.wong@icann.org<mailto:mary.wong@icann.org>>, "<gnso-improvem-impl-sc@icann.org<mailto:gnso-improvem-impl-sc@icann.org>>" <gnso-improvem-impl-sc@icann.org<mailto:gnso-improvem-impl-sc@icann.org>> Cc: Julie Hedlund <julie.hedlund@icann.org<mailto:julie.hedlund@icann.org>>, Ron Andruff <randruff@rnapartners.com<mailto:randruff@rnapartners.com>> Subject: Fwd: Request to the SCI - Vote switching Dear Anne, Mary and SCI, I am writing to share my thoughts with the SCI as a member of both the BC and the SCI. If any of my thoughts expressed below conflict with Mary Wong's pending response, I defer to her. I am inclined to think that I am speaking for more than just myself when I say that the SCI recognizes, too, the importance of this issue Martin has raised, and that we would like to be able to provide answers and resolution to the potential for abuse of voting rights. Unfortunately, the SCI's charter directs us to consider GNSO Council processes and procedures and Working Group guidelines that have been identified either by the GNSO Council or a group chartered by the GNSO Council as needing discussion (e.g. a WG). As the Business Constituency is one of the Constituencies within the Commercial Stakeholder Group (CSG) referred to in Article X.5 of the ICANN bylaws, and as the BC's charter review is not at the request of the GNSO Council, Martin's request lies outside of the SCI's scope. I am available to talk about this issue with Martin and/or with the BC Charter Review Drafting Team, and maybe determine together the optimal way forward. My suggestion is for the SCI to recommend that Martin raise this issue first inside the BC following the Drafting Team's completion of its first order of business--the charter review. In seeking BC consensus on the issue, requests for outside review will be thoroughly considered by the constituency, ideas for mitigation will be collected, and the best path forward with the issue will be determined and agreed upon by the BC membership. Thoughts? Thank you, Angie ---------- Forwarded message ---------- From: <martinsutton@hsbc.com<mailto:martinsutton@hsbc.com>> Date: Mon, Mar 9, 2015 at 5:26 AM Subject: RE: Request to the SCI - Vote switching To: "Aikman-Scalese, Anne" <AAikman@lrrlaw.com<mailto:AAikman@lrrlaw.com>> Cc: Angie Graves <angie@webgroup.com<mailto:angie@webgroup.com>>, "<gnso-improvem-impl-sc@icann.org<mailto:gnso-improvem-impl-sc@icann.org>>" <gnso-improvem-impl-sc@icann.org<mailto:gnso-improvem-impl-sc@icann.org>>, Julie Hedlund <julie.hedlund@icann.org<mailto:julie.hedlund@icann.org>>, Mary Wong <mary.wong@icann.org<mailto:mary.wong@icann.org>>, Ron Andruff <randruff@rnapartners.com<mailto:randruff@rnapartners.com>> Dear Anne, Thank you for your helpful response and suggestion - all noted. Kind regards, Martin Martin C SUTTON Manager, Group Fraud Risk & Intelligence Global Security & Fraud Risk Level 8,1 Canada Square,Canary Wharf,London,E14 5AB,United Kingdom __________________________________________________________________ Phone +44 (0)207 991 8074<tel:%2B44%20%280%29207%20991%208074> Mobile +44 (0)777 4556680<tel:%2B44%20%280%29777%204556680> Email martinsutton@hsbc.com<mailto:martinsutton@hsbc.com> Website www.hsbc.com<http://www.hsbc.com/> __________________________________________________________________ Protect our environment - please only print this if you have to! From: "Aikman-Scalese, Anne" <AAikman@lrrlaw.com<mailto:AAikman@lrrlaw.com>> To: Martin C SUTTON/HGHQ/HSBC@HSBC Cc: 'Mary Wong' <mary.wong@icann.org<mailto:mary.wong@icann.org>>, Julie Hedlund <julie.hedlund@icann.org<mailto:julie.hedlund@icann.org>>, "<gnso-improvem-impl-sc@icann.org<mailto:gnso-improvem-impl-sc@icann.org>>" <gnso-improvem-impl-sc@icann.org<mailto:gnso-improvem-impl-sc@icann.org>>, 'Ron Andruff' <randruff@rnapartners.com<mailto:randruff@rnapartners.com>>, 'Angie Graves' <angie@webgroup.com<mailto:angie@webgroup.com>> Date: 07/03/2015 22:20 Subject: RE: Request to the SCI - Vote switching ________________________________ Martin, Although SCI has not met, there has been some discussion on the list regarding your request on behalf of the BC Charter subteam. Staff (Mary Wong) is drafting a response to your request for SCI and will be circulating that response to SCI members for purposes of developing a consensus on the recommended approach for BC in this fact situation. At present we have no calls scheduled. If SCI members are not in agreement with the approach described in the draft response that staff is preparing, we will likely need to schedule a call to discuss in more detail than achieved to date on the list. In this regard, you may want to alert and brief the BC members of SCI as to this particular issue since, to my knowledge, neither one of the BC SCI appointees has commented in the discussion of this matter on the SCI list. Thank you, Anne <ATT00001.gif> Anne E. Aikman-Scalese, Of Counsel Lewis Roca Rothgerber LLP | One South Church Avenue Suite 700 | Tucson, Arizona 85701-1611 (T) 520.629.4428<tel:520.629.4428> | (F) 520.879.4725<tel:520.879.4725> AAikman@LRRLaw.com<mailto:AAikman@LRRLaw.com> | www.LRRLaw.com<http://www.lrrlaw.com/> From: martinsutton@hsbc.com<mailto:martinsutton@hsbc.com> [mailto:martinsutton@hsbc.com] Sent: Friday, March 06, 2015 9:17 AM To: Aikman-Scalese, Anne Subject: Re: Request to the SCI - Vote switching Dear Anne, As a follow-up, could you please let me know when the SCI is next due to meet/discuss the item raised below? I just want to manage expectations with the BC Charter group, so an indicative time would be helpful. Kind regards, Martin Martin C SUTTON Manager, Group Fraud Risk & Intelligence Global Security & Fraud Risk Level 8,1 Canada Square,Canary Wharf,London,E14 5AB,United Kingdom __________________________________________________________________ Phone +44 (0)207 991 8074<tel:%2B44%20%280%29207%20991%208074> Mobile +44 (0)777 4556680<tel:%2B44%20%280%29777%204556680> Email martinsutton@hsbc.com<mailto:martinsutton@hsbc.com> Website www.hsbc.com<http://www.hsbc.com/> __________________________________________________________________ Protect our environment - please only print this if you have to! From: Martin C SUTTON/HGHQ/HSBC To: "Anne Aikman-Scalese" <AAikman@LRRLaw.com<mailto:AAikman@LRRLaw.com>> Date: 26/02/2015 23:21 Subject: Re: Request to the SCI - Vote switching ________________________________ Thank you Anne, much appreciated. Martin Sutton Manager, Group Fraud Risk and Intelligence Ph: ++44 (0)20 7991 8074<tel:%2B%2B44%20%280%2920%207991%208074> Mob: ++44 (0)777 4556680<tel:%2B%2B44%20%280%29777%204556680> Sent from my BlackBerry ********************************* HSBC Holdings plc Registered Office: 1 Canada Square, London E14 5AB, United Kingdom Registered in England number 617987 ********************************* ________________________________ From: "Aikman-Scalese, Anne" [AAikman@lrrlaw.com<mailto:AAikman@lrrlaw.com>] Sent: 26/02/2015 20:31 GMT To: Martin C SUTTON Subject: RE: Request to the SCI - Vote switching Thanks Martin. I will bring this before SCI. Anne <ATT00002.gif> Anne E. Aikman-Scalese, Of Counsel Lewis Roca Rothgerber LLP | One South Church Avenue Suite 700 | Tucson, Arizona 85701-1611 (T) 520.629.4428<tel:520.629.4428> | (F) 520.879.4725<tel:520.879.4725> AAikman@LRRLaw.com<mailto:AAikman@LRRLaw.com> | www.LRRLaw.com<http://www.lrrlaw.com/> From: martinsutton@hsbc.com<mailto:martinsutton@hsbc.com> [mailto:martinsutton@hsbc.com] Sent: Thursday, February 26, 2015 12:30 PM To: Aikman-Scalese, Anne Subject: Request to the SCI - Vote switching Dear Anne, I am a member of the Business Constituency and currently working with the BC Charter Review team. During our recent discussions, we identified a potential issue that may affect GNSO Stakeholder Groups (SGs) and Constituencies (Cs) which may warrant the attention of the SCI, which I understand you currently chair. With the introduction of New gTLDs, an increasing number of organisations now meet the criteria of membership within multiple groups, even across the contracting and non-contracting parties divide. The point in question is in relation to the ability for a member of multiple SGs and Cs to regularly switch their voting rights between these groups in a tactical manner, so as to apply votes for elections/decisions where they may have concerns with lack of representation within a specific group, at a specific time. Whilst they may only vote in one of the SGs or Cs, there is no restriction as to when and how frequently they may switch their voting power between these groups. This could be too flexible and potentially allow the system to be exploited. I am pleased to say that there is no evidence that this is occurring but as new members continue to increase, it seems sensible to consider preventative measures be put in place to protect the GNSO for the future. As an example, a multi-member organisation could be obliged to commit holding it's voting rights within one group for a minimum term of 12 months before switching to another group. Of course, this would need to be uniform across all of the SGs and Cs, hence, we think it is appropriate to raise this issue with the SCI for consideration. I would be happy to discuss further and interested to know if you feel this would be appropriate and worthwhile for the SCI to assess. Kind regards, Martin Martin C SUTTON Manager, Group Fraud Risk & Intelligence Global Security & Fraud Risk Level 8,1 Canada Square,Canary Wharf,London,E14 5AB,United Kingdom __________________________________________________________________ Phone +44 (0)207 991 8074<tel:%2B44%20%280%29207%20991%208074> Mobile +44 (0)777 4556680<tel:%2B44%20%280%29777%204556680> Email martinsutton@hsbc.com<mailto:martinsutton@hsbc.com> Website www.hsbc.com<http://www.hsbc.com/> __________________________________________________________________ Protect our environment - please only print this if you have to! ________________________________ ----------------------------------------- SAVE PAPER - THINK BEFORE YOU PRINT! This E-mail is confidential. It may also be legally privileged. If you are not the addressee you may not copy, forward, disclose or use any part of it. If you have received this message in error, please delete it and all copies from your system and notify the sender immediately by return E-mail. Internet communications cannot be guaranteed to be timely secure, error or virus-free. The sender does not accept liability for any errors or omissions. ________________________________ This message and any attachments are intended only for the use of the individual or entity to which they are addressed. If the reader of this message or an attachment is not the intended recipient or the employee or agent responsible for delivering the message or attachment to the intended recipient you are hereby notified that any dissemination, distribution or copying of this message or any attachment is strictly prohibited. If you have received this communication in error, please notify us immediately by replying to the sender. The information transmitted in this message and any attachments may be privileged, is intended only for the personal and confidential use of the intended recipients, and is covered by the Electronic Communications Privacy Act, 18 U.S.C. §2510-2521. ************************************************************ HSBC Holdings plc Registered Office: 8 Canada Square, London E14 5HQ, United Kingdom Registered in England number 617987 ************************************************************ ________________________________ ----------------------------------------- SAVE PAPER - THINK BEFORE YOU PRINT! This E-mail is confidential. It may also be legally privileged. If you are not the addressee you may not copy, forward, disclose or use any part of it. If you have received this message in error, please delete it and all copies from your system and notify the sender immediately by return E-mail. Internet communications cannot be guaranteed to be timely secure, error or virus-free. The sender does not accept liability for any errors or omissions. ________________________________ This message and any attachments are intended only for the use of the individual or entity to which they are addressed. If the reader of this message or an attachment is not the intended recipient or the employee or agent responsible for delivering the message or attachment to the intended recipient you are hereby notified that any dissemination, distribution or copying of this message or any attachment is strictly prohibited. If you have received this communication in error, please notify us immediately by replying to the sender. The information transmitted in this message and any attachments may be privileged, is intended only for the personal and confidential use of the intended recipients, and is covered by the Electronic Communications Privacy Act, 18 U.S.C. §2510-2521. ************************************************************ HSBC Holdings plc Registered Office: 8 Canada Square, London E14 5HQ, United Kingdom Registered in England number 617987 ************************************************************ ________________________________ ----------------------------------------- SAVE PAPER - THINK BEFORE YOU PRINT! This E-mail is confidential. It may also be legally privileged. If you are not the addressee you may not copy, forward, disclose or use any part of it. If you have received this message in error, please delete it and all copies from your system and notify the sender immediately by return E-mail. Internet communications cannot be guaranteed to be timely secure, error or virus-free. The sender does not accept liability for any errors or omissions. <ATT00001.gif><ATT00002.gif> ________________________________ This message and any attachments are intended only for the use of the individual or entity to which they are addressed. If the reader of this message or an attachment is not the intended recipient or the employee or agent responsible for delivering the message or attachment to the intended recipient you are hereby notified that any dissemination, distribution or copying of this message or any attachment is strictly prohibited. If you have received this communication in error, please notify us immediately by replying to the sender. The information transmitted in this message and any attachments may be privileged, is intended only for the personal and confidential use of the intended recipients, and is covered by the Electronic Communications Privacy Act, 18 U.S.C. §2510-2521.

I do agree that the council might be the right entity to following-up . Although I think in doing this the council has to refer again to the SGs/Cs to bring their respective rules (if there are any) into a coordinated form. FYI here is an excerpt of the ISPCP constituency Operating Procedures: <<... Applicants will be asked to declare whether the entity is a member of another GNSO constituency or will participate in ICANN policy formulation in ways other than their ISPCP membership. Applicants representing entities which do participate elsewhere are required to demonstrate that their ISPCP membership will be divisionally oriented meaning that separate individuals will represent those divisions in ICANN affairs, and that the entity will only represent ISP and Connectivity Providers perspectives within the ISPCP. In the interest of transparency, members are required to provide information to the secretariat whenever there are any material changes to their status or that of their organisation. ...>> This looks more or less like a code of conduct with criteria to be talked about on a case by case. Best regards Wolf-Ulrich From: Angie Graves Sent: Tuesday, March 17, 2015 1:13 AM To: Aikman-Scalese, Anne Cc: Mary Wong ; mailto:gnso-improvem-impl-sc@icann.org ; Ron Andruff Subject: Re: [gnso-improvem-impl-sc] Re: Request to the SCI - Vote switching Dear all, If 6.1.2(j) is mentioned in the response to Martin, the mention should be in the context of acknowledgement that 6.1.2(j) is the source of the loophole that Martin discovered. Also, as refresher, here is an excerpt from Martin's email to the SCI: "The point in question is in relation to the ability for a member of multiple SGs and Cs to regularly switch their voting rights between these groups in a tactical manner, so as to apply votes for elections/decisions where they may have concerns with lack of representation within a specific group, at a specific time. Whilst they may only vote in one of the SGs or Cs, there is no restriction as to when and how frequently they may switch their voting power between these groups. This could be too flexible and potentially allow the system to be exploited." Regarding raising this to the GNSO Council, mention of 6.1.2(j) by the SCI should be accompanied by mention of 6.2.6(d), as they are composed of identical language: "No legal or natural person should be a voting member of more than one Group." Regards, Angie On Mon, Mar 16, 2015 at 7:47 PM, Aikman-Scalese, Anne <AAikman@lrrlaw.com> wrote: Mary, Our response to Martin should definitely include a reference to GNSO Operating Procedure 6.1.2(j) and Martin can take this up with the BC. We should not omit a relevant GNSO Operating Procedure when responding to this question. Thank you, Anne Anne E. Aikman-Scalese, Of Counsel Lewis Roca Rothgerber LLP | One South Church Avenue Suite 700 | Tucson, Arizona 85701-1611 (T) 520.629.4428 | (F) 520.879.4725 AAikman@LRRLaw.com | www.LRRLaw.com From: owner-gnso-improvem-impl-sc@icann.org [mailto:owner-gnso-improvem-impl-sc@icann.org] On Behalf Of Mary Wong Sent: Monday, March 16, 2015 4:26 PM Cc: <gnso-improvem-impl-sc@icann.org>; Ron Andruff Subject: Re: [gnso-improvem-impl-sc] Re: Request to the SCI - Vote switching Thanks for the detailed feedback, Greg. I will amend the note to reflect your suggestions, including to take up the matter with the Council directly rather than with individual SG/Cs. On the question of whether the BC’s question raises the broader question of the effectiveness of Section 6.1.2(j), this may be something the SCI can include in its review plan should the Council choose not to refer the topic to the SCI at this time. As such, while we may not include it in the note to the BC, the SCI can certainly add it to its list of potential topics for further/future review at the appropriate time. Thanks and cheers Mary Mary Wong Senior Policy Director Internet Corporation for Assigned Names & Numbers (ICANN) Telephone: +1 603 574 4892 Email: mary.wong@icann.org From: Greg Shatan <gregshatanipc@gmail.com> Date: Monday, March 16, 2015 at 17:07 To: Mary Wong <mary.wong@icann.org> Cc: "<gnso-improvem-impl-sc@icann.org>" <gnso-improvem-impl-sc@icann.org>, Ron Andruff <randruff@rnapartners.com> Subject: Re: [gnso-improvem-impl-sc] Re: Request to the SCI - Vote switching I am not entirely in agreement with the note or its underlying premises. I do agree that this is not an SCI issue in the sense that we cannot generate our own issues, and that our issues can only come from the Council or from a "group chartered by the Council." The Business Constituency is neither, since it is chartered by ICANN. However,I believe this is an issue relating to the effectiveness and functioning of the GNSO Operating Procedures, and specifically, Section 6.1.2(j), which states that"No legal or natural person should be a voting member of more than one Group." The BC is questioning whether this Section of the GNSO Operating Procedures is effective as currently drafted, given the increasing number of stakeholders eligible to join multiple SGs. The GNSO Operating Procedures are maintained by the GNSO Council. Therefore, this seems to me to be an issue that is within the remit of the Council and which the Council could the refer to the SCI after appropriate deliberations. I think it goes too far to say that this is outside the Council's purview because each SG/C is responsible for its own charter. As you acknowledge later on in the note, the Charters are subject to a number of principles in the GNSO Operating Procedures. To the extent that this relates to one of those principles (and it does) this is appropriate for the Council to take up. Furthermore, the Council, which meets regularly, would seem to be a better forum for shepherding this issue, as opposed to the leaderships of the SG/C's, which do not meet regularly. If the leaderships did meet and decide that a common rule for all GNSO SG/C needed to be adopted to guard against vote-switching, the natural method for creating and adopting such a rule would be for the GNSO Council (and by extension, the SCI) to amend GNSO Operating Procedures Section 6.1.2(j). Sending this issue through the SG/C leaderships would just delay consideration. It seems to me that, at the very least, we should include in this letter (or email) as one of the suggestions that the BC bring this up before the Council. We should also not simply say we are unable to take up the issue. We should say that we are unable to take up the issue unless it is referred to us by the Council. I am also not particularly enthusiastic about suggesting that the BC consult with other SG/C's on a piecemeal basis. This is the kind of problem that cries out for a GNSO-wide solution, so that there are consistent rules and results, and we don't have certain SG/C's that are friendly to "vote-switchers" and others that are not. In any event, I don't think this should be premised in any way on whether other SG/C's are undergoing a charter review. This issue is timely because this is an increasingly realistic problem, not because an SG/C is revising its charter. Overall, I just think this should be more neutral in terms of the options, and include the Council (and a review of 6.1.2(j)) as one of those options. If the BC chooses to consult with leaderships, that should be fine. If the BC chooses to take that route, that should be fine, too. Greg On Mon, Mar 16, 2015 at 4:11 PM, Mary Wong <mary.wong@icann.org> wrote: Hello everyone, Since we have received no objections from anyone, and both Amr and Angie agreed that the SCI should proceed with a reply to Martin Sutton as sketched out by Angie and me, we have drafted the following email that Anne as SCI chair can send if it meets the purpose. Since we thought it would make sense to keep the note brief, we thought that sending it in the form of an email rather than as a separate letter would work too. On Amr’s question about SG/C charter revisions, our understanding is that each SG/C – in the current GNSO structure – is obliged to include procedures for amending their charters therein. However, under the previous structure, and more specifically in the transitional period to the current structure with four new SGs largely supplanting the old Constituency structure, each SG Charter had to be submitted to and approved by the ICANN Board. This took place between July 2009 and June 2011. Similarly, each existing Constituency had to be renewed and reconfirmed by the Board – this took place in early 2009. Our suggested draft text for a reply to Martin follows below. Dear Martin, Thank you for reaching out to me and the GNSO’s Standing Committee on Improvements Implementation (SCI) on 26 February 2015. The SCI has discussed the question that the Business Constituency (BC) raised concerning the possibility of vote-switching across different GNSO groups, and while we agree that this situation is not currently addressed by the GNSO’s rules or procedures, we have also concluded that this specific issue lies outside the remit of the SCI. The SCI was chartered by the GNSO Council to review and assess the effectiveness and functioning of the GNSO Operating Procedures and Working Group Guidelines. As such, questions relating to Stakeholder Group/Constituency (SG/C) operations are beyond the scope of our charter, for the simple reason that the ICANN’s bottom-up community structure is based on each SG/C defining its own governance rules. The drafting, scoping, adoption, review and amendment of each group’s charter is therefore a matter for that group’s internal deliberations and decision, with a light oversight exercised by the ICANN Board which (under the current Bylaws) retains the discretion to prescribe periodic reviews of each group’s charter (see Article X, Section 5.3 of the ICANN Bylaws). Although the SCI is unable to take up consideration of the issue raised by the BC, we recognize the potential problem that this could cause were it to happen and would therefore like to offer a few options for your and the BC’s consideration. As the question arose during the BC's discussion of a revision of its Charter, it may be helpful for the BC - as part of its internal deliberations and process - to determine whether to seek external input and also how suggestions for mitigation received can assist in its decision as to the best way to proceed. For instance, BC leadership could reach out to other SG/C leaders to see if a common GNSO position can be developed around the issue. While we do not ourselves know if other SG/Cs are going to be reviewing their charters at this time, we note that each SG/C charter is supposed to specify the process for charter amendment. It may therefore turn out to be timely for the BC to raise this issue within the broader GNSO community. In this regard, it may be helpful to note that the GNSO Operating Procedures prescribe that SG/C rules be based on common general principles that ensure representativeness, openness, transparency and accountability. Specifically, while groups are not required to maintain identical rules, their participation principles should be objective, standardized and clear (see Section 6.1.1 and generally Section 6 of the GNSO Operating Procedures). In line therefore with the concept of community–based bottom–up governance, if a substantial part of the GNSO community were to agree on a need to solve the potential voting problem, this could result in the development of a GNSO norm or principle that could, if appropriate, be added to the GNSO Operating Procedures. Additionally, given the ongoing structural review of the GNSO, the BC may also wish to consider bringing up the issue with the GNSO Working Party that is coordinating this effort on the community’s behalf, perhaps through the BC representatives on the group. We understand also that the initial report of the independent examiner will be published for public comment in mid-2015, so there will be additional opportunities for public comments that can include suggestions for further structural improvements to the GNSO as well. I hope that these suggestions from the SCI will be useful to the BC. Should you or the BC have any additional questions concerning the functioning of the GNSO Operating Procedures and Working Group Guidelines, please do not hesitate to contact me. The SCI will be pleased to support the community’s efforts to better understand and improve these rules and processes. With best regards, Anne Aikman-Scalese 2015 Chair, SCI From: Amr Elsadr <aelsadr@egyptig.org> Date: Tuesday, March 10, 2015 at 06:43 To: Mary Wong <mary.wong@icann.org> Cc: "<gnso-improvem-impl-sc@icann.org>" <gnso-improvem-impl-sc@icann.org>, Ron Andruff <randruff@rnapartners.com> Subject: Re: [gnso-improvem-impl-sc] Re: Request to the SCI - Vote switching Hi, I haven’t commented on this thread, mainly because I thought the discussion was headed in an agreeable direction. I think Martin has raised an interesting point, and hope this issue doesn’t become a problem in the near or distant future. However, as noted by others, I don’t see this as an SCI issue. Since this isn’t a policy issue, I honestly don’t see this as something necessarily being within the scope of the GNSO Council either. Having said that, I don’t think it would be harmful for the council to discuss the issue. Ideally, this would have been picked up during the GNSO review, but should be individually tackled by the GNSO’s SGs/Cs. Isn’t the Board SIC involved in the process of SG/C charter revisions as well? I tried searching for a process description, but couldn’t find one. May be helpful to reference that in any response we send Martin, if that is indeed the case. I seem to remember them being involved in the NCSG charter revision. Thanks. Amr On Mar 9, 2015, at 9:11 PM, Mary Wong <mary.wong@icann.org> wrote: Dear Angie and everyone, Thanks very much for the thoughtful comments – I think we are both saying very similar things! Essentially, the BC (like all other GNSO SG/Cs) defines its own charter and scope, which is one reason why (as well as more general reasons having to do with the fundamental community consensus-based bottom-up ICANN structure) staff suggested that this is an issue best determined by the BC itself. This can include all the considerations mentioned by Angie, and the BC may also decide it wishes to discuss the question with other GNSO SG/Cs. As we also noted, to the extent that a substantial or discrete part the GNSO community then believes a more uniform or coherent approach is needed, either the BC or another GNSO SG/C can bring it up as part of the ongoing GNSO Review - a point that was noted by Avri as something that can be done through each SG/C’s representatives on the GNSO Working Party, including the BC's. Anne has requested that staff draft a response to Martin and the BC, which we propose to do along these lines. Although we do not think this is necessarily the type of matter that the SCI Charter was intended to cover, nonetheless it may be helpful to see if this is a shared SCI view. Please reply therefore if you have an objection to the proposed approach. If none is received by 23:59 UTC on Wednesday 11 March, we will proceed as noted herein. Thanks and cheers Mary Mary Wong Senior Policy Director Internet Corporation for Assigned Names & Numbers (ICANN) Telephone: +1 603 574 4892 Email: mary.wong@icann.org From: Angie Graves <angie@webgroup.com> Date: Monday, March 9, 2015 at 11:52 To: Anne <AAikman@lrrlaw.com>, Mary Wong <mary.wong@icann.org>, "<gnso-improvem-impl-sc@icann.org>" <gnso-improvem-impl-sc@icann.org> Cc: Julie Hedlund <julie.hedlund@icann.org>, Ron Andruff <randruff@rnapartners.com> Subject: Fwd: Request to the SCI - Vote switching Dear Anne, Mary and SCI, I am writing to share my thoughts with the SCI as a member of both the BC and the SCI. If any of my thoughts expressed below conflict with Mary Wong's pending response, I defer to her. I am inclined to think that I am speaking for more than just myself when I say that the SCI recognizes, too, the importance of this issue Martin has raised, and that we would like to be able to provide answers and resolution to the potential for abuse of voting rights. Unfortunately, the SCI's charter directs us to consider GNSO Council processes and procedures and Working Group guidelines that have been identified either by the GNSO Council or a group chartered by the GNSO Council as needing discussion (e.g. a WG). As the Business Constituency is one of the Constituencies within the Commercial Stakeholder Group (CSG) referred to in Article X.5 of the ICANN bylaws, and as the BC's charter review is not at the request of the GNSO Council, Martin's request lies outside of the SCI's scope. I am available to talk about this issue with Martin and/or with the BC Charter Review Drafting Team, and maybe determine together the optimal way forward. My suggestion is for the SCI to recommend that Martin raise this issue first inside the BC following the Drafting Team's completion of its first order of business--the charter review. In seeking BC consensus on the issue, requests for outside review will be thoroughly considered by the constituency, ideas for mitigation will be collected, and the best path forward with the issue will be determined and agreed upon by the BC membership. Thoughts? Thank you, Angie ---------- Forwarded message ---------- From: <martinsutton@hsbc.com> Date: Mon, Mar 9, 2015 at 5:26 AM Subject: RE: Request to the SCI - Vote switching To: "Aikman-Scalese, Anne" <AAikman@lrrlaw.com> Cc: Angie Graves <angie@webgroup.com>, "<gnso-improvem-impl-sc@icann.org>" <gnso-improvem-impl-sc@icann.org>, Julie Hedlund <julie.hedlund@icann.org>, Mary Wong <mary.wong@icann.org>, Ron Andruff <randruff@rnapartners.com> Dear Anne, Thank you for your helpful response and suggestion - all noted. Kind regards, Martin Martin C SUTTON Manager, Group Fraud Risk & Intelligence Global Security & Fraud Risk Level 8,1 Canada Square,Canary Wharf,London,E14 5AB,United Kingdom __________________________________________________________________ Phone +44 (0)207 991 8074 Mobile +44 (0)777 4556680 Email martinsutton@hsbc.com Website www.hsbc.com __________________________________________________________________ Protect our environment - please only print this if you have to! From: "Aikman-Scalese, Anne" <AAikman@lrrlaw.com> To: Martin C SUTTON/HGHQ/HSBC@HSBC Cc: 'Mary Wong' <mary.wong@icann.org>, Julie Hedlund <julie.hedlund@icann.org>, "<gnso-improvem-impl-sc@icann.org>" <gnso-improvem-impl-sc@icann.org>, 'Ron Andruff' <randruff@rnapartners.com>, 'Angie Graves' <angie@webgroup.com> Date: 07/03/2015 22:20 Subject: RE: Request to the SCI - Vote switching ------------------------------------------------------------------------ Martin, Although SCI has not met, there has been some discussion on the list regarding your request on behalf of the BC Charter subteam. Staff (Mary Wong) is drafting a response to your request for SCI and will be circulating that response to SCI members for purposes of developing a consensus on the recommended approach for BC in this fact situation. At present we have no calls scheduled. If SCI members are not in agreement with the approach described in the draft response that staff is preparing, we will likely need to schedule a call to discuss in more detail than achieved to date on the list. In this regard, you may want to alert and brief the BC members of SCI as to this particular issue since, to my knowledge, neither one of the BC SCI appointees has commented in the discussion of this matter on the SCI list. Thank you, Anne <ATT00001.gif> Anne E. Aikman-Scalese, Of Counsel Lewis Roca Rothgerber LLP | One South Church Avenue Suite 700 | Tucson, Arizona 85701-1611 (T) 520.629.4428 | (F) 520.879.4725 AAikman@LRRLaw.com | www.LRRLaw.com From: martinsutton@hsbc.com [mailto:martinsutton@hsbc.com] Sent: Friday, March 06, 2015 9:17 AM To: Aikman-Scalese, Anne Subject: Re: Request to the SCI - Vote switching Dear Anne, As a follow-up, could you please let me know when the SCI is next due to meet/discuss the item raised below? I just want to manage expectations with the BC Charter group, so an indicative time would be helpful. Kind regards, Martin Martin C SUTTON Manager, Group Fraud Risk & Intelligence Global Security & Fraud Risk Level 8,1 Canada Square,Canary Wharf,London,E14 5AB,United Kingdom __________________________________________________________________ Phone +44 (0)207 991 8074 Mobile +44 (0)777 4556680 Email martinsutton@hsbc.com Website www.hsbc.com __________________________________________________________________ Protect our environment - please only print this if you have to! From: Martin C SUTTON/HGHQ/HSBC To: "Anne Aikman-Scalese" <AAikman@LRRLaw.com> Date: 26/02/2015 23:21 Subject: Re: Request to the SCI - Vote switching ------------------------------------------------------------------------ Thank you Anne, much appreciated. Martin Sutton Manager, Group Fraud Risk and Intelligence Ph: ++44 (0)20 7991 8074 Mob: ++44 (0)777 4556680 Sent from my BlackBerry ********************************* HSBC Holdings plc Registered Office: 1 Canada Square, London E14 5AB, United Kingdom Registered in England number 617987 ********************************* ------------------------------------------------------------------------ From: "Aikman-Scalese, Anne" [AAikman@lrrlaw.com] Sent: 26/02/2015 20:31 GMT To: Martin C SUTTON Subject: RE: Request to the SCI - Vote switching Thanks Martin. I will bring this before SCI. Anne <ATT00002.gif> Anne E. Aikman-Scalese, Of Counsel Lewis Roca Rothgerber LLP | One South Church Avenue Suite 700 | Tucson, Arizona 85701-1611 (T) 520.629.4428 | (F) 520.879.4725 AAikman@LRRLaw.com | www.LRRLaw.com From: martinsutton@hsbc.com [mailto:martinsutton@hsbc.com] Sent: Thursday, February 26, 2015 12:30 PM To: Aikman-Scalese, Anne Subject: Request to the SCI - Vote switching Dear Anne, I am a member of the Business Constituency and currently working with the BC Charter Review team. During our recent discussions, we identified a potential issue that may affect GNSO Stakeholder Groups (SGs) and Constituencies (Cs) which may warrant the attention of the SCI, which I understand you currently chair. With the introduction of New gTLDs, an increasing number of organisations now meet the criteria of membership within multiple groups, even across the contracting and non-contracting parties divide. The point in question is in relation to the ability for a member of multiple SGs and Cs to regularly switch their voting rights between these groups in a tactical manner, so as to apply votes for elections/decisions where they may have concerns with lack of representation within a specific group, at a specific time. Whilst they may only vote in one of the SGs or Cs, there is no restriction as to when and how frequently they may switch their voting power between these groups. This could be too flexible and potentially allow the system to be exploited. I am pleased to say that there is no evidence that this is occurring but as new members continue to increase, it seems sensible to consider preventative measures be put in place to protect the GNSO for the future. As an example, a multi-member organisation could be obliged to commit holding it's voting rights within one group for a minimum term of 12 months before switching to another group. Of course, this would need to be uniform across all of the SGs and Cs, hence, we think it is appropriate to raise this issue with the SCI for consideration. I would be happy to discuss further and interested to know if you feel this would be appropriate and worthwhile for the SCI to assess. Kind regards, Martin Martin C SUTTON Manager, Group Fraud Risk & Intelligence Global Security & Fraud Risk Level 8,1 Canada Square,Canary Wharf,London,E14 5AB,United Kingdom __________________________________________________________________ Phone +44 (0)207 991 8074 Mobile +44 (0)777 4556680 Email martinsutton@hsbc.com Website www.hsbc.com __________________________________________________________________ Protect our environment - please only print this if you have to! ------------------------------------------------------------------------ ----------------------------------------- SAVE PAPER - THINK BEFORE YOU PRINT! This E-mail is confidential. It may also be legally privileged. If you are not the addressee you may not copy, forward, disclose or use any part of it. If you have received this message in error, please delete it and all copies from your system and notify the sender immediately by return E-mail. Internet communications cannot be guaranteed to be timely secure, error or virus-free. The sender does not accept liability for any errors or omissions. ------------------------------------------------------------------------ This message and any attachments are intended only for the use of the individual or entity to which they are addressed. If the reader of this message or an attachment is not the intended recipient or the employee or agent responsible for delivering the message or attachment to the intended recipient you are hereby notified that any dissemination, distribution or copying of this message or any attachment is strictly prohibited. If you have received this communication in error, please notify us immediately by replying to the sender. The information transmitted in this message and any attachments may be privileged, is intended only for the personal and confidential use of the intended recipients, and is covered by the Electronic Communications Privacy Act, 18 U.S.C. §2510-2521. ************************************************************ HSBC Holdings plc Registered Office: 8 Canada Square, London E14 5HQ, United Kingdom Registered in England number 617987 ************************************************************ ------------------------------------------------------------------------ ----------------------------------------- SAVE PAPER - THINK BEFORE YOU PRINT! This E-mail is confidential. It may also be legally privileged. If you are not the addressee you may not copy, forward, disclose or use any part of it. If you have received this message in error, please delete it and all copies from your system and notify the sender immediately by return E-mail. Internet communications cannot be guaranteed to be timely secure, error or virus-free. The sender does not accept liability for any errors or omissions. ------------------------------------------------------------------------ This message and any attachments are intended only for the use of the individual or entity to which they are addressed. If the reader of this message or an attachment is not the intended recipient or the employee or agent responsible for delivering the message or attachment to the intended recipient you are hereby notified that any dissemination, distribution or copying of this message or any attachment is strictly prohibited. If you have received this communication in error, please notify us immediately by replying to the sender. The information transmitted in this message and any attachments may be privileged, is intended only for the personal and confidential use of the intended recipients, and is covered by the Electronic Communications Privacy Act, 18 U.S.C. §2510-2521. ************************************************************ HSBC Holdings plc Registered Office: 8 Canada Square, London E14 5HQ, United Kingdom Registered in England number 617987 ************************************************************ ------------------------------------------------------------------------ ----------------------------------------- SAVE PAPER - THINK BEFORE YOU PRINT! This E-mail is confidential. It may also be legally privileged. If you are not the addressee you may not copy, forward, disclose or use any part of it. If you have received this message in error, please delete it and all copies from your system and notify the sender immediately by return E-mail. Internet communications cannot be guaranteed to be timely secure, error or virus-free. The sender does not accept liability for any errors or omissions. <ATT00001.gif><ATT00002.gif> ------------------------------------------------------------------------------ This message and any attachments are intended only for the use of the individual or entity to which they are addressed. If the reader of this message or an attachment is not the intended recipient or the employee or agent responsible for delivering the message or attachment to the intended recipient you are hereby notified that any dissemination, distribution or copying of this message or any attachment is strictly prohibited. If you have received this communication in error, please notify us immediately by replying to the sender. The information transmitted in this message and any attachments may be privileged, is intended only for the personal and confidential use of the intended recipients, and is covered by the Electronic Communications Privacy Act, 18 U.S.C. §2510-2521.

Ron, That is very helpful background. I agree that the BC needs to progress this more before bringing it to the Council (if at all). If this is an issue that the BC wants to bring out of the BC, there are a variety of options to do so. I think that the email letter was intended to capture those options. One option is certainly to complete a draft revised Charter and let that start the conversation about regulating vote-switching and related issues. Another option is to open a cross SG/C dialogue among the respective leadership groups about this. Another option is to bring it to the Council. Each of these options probably leads to the others, and potentially to the SCI, if revising the appropriate sections of the GNSO Operating Procedures is seen as a potential appropriate home for safeguards against vote-switching. At this point, the simplest thing may be for Martin to reach out to SG/C leaderships to see if and how they have dealt with this issue, and if they are currently thinking about it. Wolf-Ulrich's response was quite instructive. Anything more than that is probably premature. Greg On Tue, Mar 17, 2015 at 11:12 AM, Ron Andruff <RA@onrconsulting.com> wrote:

Dear all,

As I was (until recently) on the BC Charter team and formerly with the SCI, and this topic is getting a lot of consideration by all of you, I thought it might help if I provided some further context.

Regarding the BC Charter, all Constituencies must update their Charters to remain current with an evolving ICANN; however, only a few (to my knowledge) have done so, at this point in time. The BC took the approach of trying to develop a Charter that would include as many best practices as possible. We are particularly keen in identifying how to draw clear lines between constituencies and their respective interests, with members in each constituency clearly coming from the specific business unit of a company that may have memberships in several constituencies, as one example.

We had not gotten to this stage when I stepped down as co-Chair of the BC Charter drafting team, but I believe that Martin was given a green light by the rest of that sub-committee to ask the question of the SCI.

In my view, this is a matter for the BC to sort out; first at the sub-committee level, then at the full membership level, and then the draft Charter will be sent out for public comment (as all new Charters are obliged). So there are many opportunities for much discussion at many levels BEFORE it would ever become an SCI issue, as I see it.

At the end of the day, while this does impact the GNSO Council at a certain level, it must be considered and more or less resolved at the constituency level. Taking this to Council is putting the cart before the horse…

My two cents… Hope this sheds more light on the matter.

Kind regards,

RA

*PLEASE NOTE MY NEW EMAIL ADDRESS*: DELETE randruff@rnapartners.com; *REPLACE WITH: RA@ONRconsulting.com <RA@ONRconsulting.com>*

*Ron Andruff*

*ONR Consulting, Inc.*

*www.ICANNSherpa.com <http://www.icannsherpa.com/> *

*(+1) 917 770-2693 <%28%2B1%29%20917%20770-2693>*

*From:* WUKnoben [mailto:wolf-ulrich.knoben@t-online.de] *Sent:* Tuesday, March 17, 2015 10:36 *To:* Angie Graves; Aikman-Scalese, Anne *Cc:* Mary Wong; gnso-improvem-impl-sc@icann.org; Ron Andruff *Subject:* Re: [gnso-improvem-impl-sc] Re: Request to the SCI - Vote switching

I do agree that the council might be the right entity to following-up . Although I think in doing this the council has to refer again to the SGs/Cs to bring their respective rules (if there are any) into a coordinated form.

FYI here is an excerpt of the ISPCP constituency Operating Procedures:

<<...

Applicants will be asked to declare whether the entity is a member of another GNSO constituency or will participate in ICANN policy formulation in ways other than their ISPCP membership.

Applicants representing entities which do participate elsewhere are required to demonstrate that their ISPCP membership will be divisionally oriented meaning that separate individuals will represent those divisions in ICANN affairs, and that the entity will only represent ISP and Connectivity Providers perspectives within the ISPCP.

In the interest of transparency, members are required to provide information to the secretariat whenever there are any material changes to their status or that of their organisation.

...>>

This looks more or less like a code of conduct with criteria to be talked about on a case by case.

Best regards

Wolf-Ulrich

*From:* Angie Graves <angie@webgroup.com>

*Sent:* Tuesday, March 17, 2015 1:13 AM

*To:* Aikman-Scalese, Anne <AAikman@lrrlaw.com>

*Cc:* Mary Wong <mary.wong@icann.org> ; mailto:gnso-improvem-impl-sc@icann.org <gnso-improvem-impl-sc@icann.org> ; Ron Andruff <randruff@rnapartners.com>

*Subject:* Re: [gnso-improvem-impl-sc] Re: Request to the SCI - Vote switching

Dear all,

If 6.1.2(j) is mentioned in the response to Martin, the mention should be in the context of acknowledgement that 6.1.2(j) is the source of the loophole that Martin discovered.

Also, as refresher, here is an excerpt from Martin's email to the SCI:

"The point in question is in relation to the ability for a member of multiple SGs and Cs to regularly switch their voting rights between these groups in a tactical manner, so as to apply votes for elections/decisions where they may have concerns with lack of representation within a specific group, at a specific time. Whilst they may only vote in one of the SGs or Cs, there is no restriction as to when and how frequently they may switch their voting power between these groups. This could be too flexible and potentially allow the system to be exploited."

Regarding raising this to the GNSO Council, mention of 6.1.2(j) by the SCI should be accompanied by mention of 6.2.6(d), as they are composed of identical language: "No legal or natural person should be a voting member of more than one Group."

Regards,

Angie

On Mon, Mar 16, 2015 at 7:47 PM, Aikman-Scalese, Anne <AAikman@lrrlaw.com> wrote:

Mary,

Our response to Martin should definitely include a reference to GNSO Operating Procedure 6.1.2(j) and Martin can take this up with the BC. We should not omit a relevant GNSO Operating Procedure when responding to this question.

Thank you,

Anne

*Anne E. Aikman-Scalese, Of Counsel*

*Lewis Roca Rothgerber LLP | *

*One South Church Avenue Suite 700 | Tucson, Arizona 85701-1611*

*(T) 520.629.4428 <520.629.4428> | (F) 520.879.4725 <520.879.4725>*

*AAikman@LRRLaw.com <AAikman@LRRLaw.com>** | www.LRRLaw.com <http://www.lrrlaw.com/>*

*From:* owner-gnso-improvem-impl-sc@icann.org [mailto: owner-gnso-improvem-impl-sc@icann.org] *On Behalf Of *Mary Wong *Sent:* Monday, March 16, 2015 4:26 PM *Cc:* <gnso-improvem-impl-sc@icann.org>; Ron Andruff

*Subject:* Re: [gnso-improvem-impl-sc] Re: Request to the SCI - Vote switching

Thanks for the detailed feedback, Greg. I will amend the note to reflect your suggestions, including to take up the matter with the Council directly rather than with individual SG/Cs.

On the question of whether the BC’s question raises the broader question of the effectiveness of Section 6.1.2(j), this may be something the SCI can include in its review plan should the Council choose not to refer the topic to the SCI at this time. As such, while we may not include it in the note to the BC, the SCI can certainly add it to its list of potential topics for further/future review at the appropriate time.

Thanks and cheers

Mary

Mary Wong

Senior Policy Director

Internet Corporation for Assigned Names & Numbers (ICANN)

Telephone: +1 603 574 4892

Email: mary.wong@icann.org

*From: *Greg Shatan <gregshatanipc@gmail.com> *Date: *Monday, March 16, 2015 at 17:07 *To: *Mary Wong <mary.wong@icann.org> *Cc: *"<gnso-improvem-impl-sc@icann.org>" <gnso-improvem-impl-sc@icann.org>, Ron Andruff <randruff@rnapartners.com> *Subject: *Re: [gnso-improvem-impl-sc] Re: Request to the SCI - Vote switching

I am not entirely in agreement with the note or its underlying premises.

I do agree that this is not an SCI issue in the sense that we cannot generate our own issues, and that our issues can only come from the Council or from a "group chartered by the Council." The Business Constituency is neither, since it is chartered by ICANN.

However,I believe this is an issue relating to the effectiveness and functioning of the GNSO Operating Procedures, and specifically, Section 6.1.2(j), which states that"No legal or natural person should be a voting member of more than one Group." The BC is questioning whether this Section of the GNSO Operating Procedures is effective as currently drafted, given the increasing number of stakeholders eligible to join multiple SGs. The GNSO Operating Procedures are maintained by the GNSO Council. Therefore, this seems to me to be an issue that is within the remit of the Council and which the Council could the refer to the SCI after appropriate deliberations. I think it goes too far to say that this is outside the Council's purview because each SG/C is responsible for its own charter. As you acknowledge later on in the note, the Charters are subject to a number of principles in the GNSO Operating Procedures. To the extent that this relates to one of those principles (and it does) this is appropriate for the Council to take up.

Furthermore, the Council, which meets regularly, would seem to be a better forum for shepherding this issue, as opposed to the leaderships of the SG/C's, which do not meet regularly. If the leaderships did meet and decide that a common rule for all GNSO SG/C needed to be adopted to guard against vote-switching, the natural method for creating and adopting such a rule would be for the GNSO Council (and by extension, the SCI) to amend GNSO Operating Procedures Section 6.1.2(j). Sending this issue through the SG/C leaderships would just delay consideration.

It seems to me that, at the very least, we should include in this letter (or email) as one of the suggestions that the BC bring this up before the Council. We should also not simply say we are unable to take up the issue. We should say that we are unable to take up the issue unless it is referred to us by the Council.

I am also not particularly enthusiastic about suggesting that the BC consult with other SG/C's on a piecemeal basis. This is the kind of problem that cries out for a GNSO-wide solution, so that there are consistent rules and results, and we don't have certain SG/C's that are friendly to "vote-switchers" and others that are not. In any event, I don't think this should be premised in any way on whether other SG/C's are undergoing a charter review. This issue is timely because this is an increasingly realistic problem, not because an SG/C is revising its charter.

Overall, I just think this should be more neutral in terms of the options, and include the Council (and a review of 6.1.2(j)) as one of those options. If the BC chooses to consult with leaderships, that should be fine. If the BC chooses to take that route, that should be fine, too.

Greg

On Mon, Mar 16, 2015 at 4:11 PM, Mary Wong <mary.wong@icann.org> wrote:

Hello everyone,

Since we have received no objections from anyone, and both Amr and Angie agreed that the SCI should proceed with a reply to Martin Sutton as sketched out by Angie and me, we have drafted the following email that Anne as SCI chair can send if it meets the purpose. Since we thought it would make sense to keep the note brief, we thought that sending it in the form of an email rather than as a separate letter would work too.

On Amr’s question about SG/C charter revisions, our understanding is that each SG/C – in the current GNSO structure – is obliged to include procedures for amending their charters therein. However, under the previous structure, and more specifically in the transitional period to the current structure with four new SGs largely supplanting the old Constituency structure, each SG Charter had to be submitted to and approved by the ICANN Board. This took place between July 2009 and June 2011. Similarly, each existing Constituency had to be renewed and reconfirmed by the Board – this took place in early 2009.

Our suggested draft text for a reply to Martin follows below.

Dear Martin,

Thank you for reaching out to me and the GNSO’s Standing Committee on Improvements Implementation (SCI) on 26 February 2015. The SCI has discussed the question that the Business Constituency (BC) raised concerning the possibility of vote-switching across different GNSO groups, and while we agree that this situation is not currently addressed by the GNSO’s rules or procedures, we have also concluded that this specific issue lies outside the remit of the SCI.

The SCI was chartered by the GNSO Council to review and assess the effectiveness and functioning of the GNSO Operating Procedures and Working Group Guidelines. As such, questions relating to Stakeholder Group/Constituency (SG/C) operations are beyond the scope of our charter, for the simple reason that the ICANN’s bottom-up community structure is based on each SG/C defining its own governance rules. The drafting, scoping, adoption, review and amendment of each group’s charter is therefore a matter for that group’s internal deliberations and decision, with a light oversight exercised by the ICANN Board which (under the current Bylaws) retains the discretion to prescribe periodic reviews of each group’s charter (see Article X, Section 5.3 of the ICANN Bylaws).

Although the SCI is unable to take up consideration of the issue raised by the BC, we recognize the potential problem that this could cause were it to happen and would therefore like to offer a few options for your and the BC’s consideration. As the question arose during the BC's discussion of a revision of its Charter, it may be helpful for the BC - as part of its internal deliberations and process - to determine whether to seek external input and also how suggestions for mitigation received can assist in its decision as to the best way to proceed. For instance, BC leadership could reach out to other SG/C leaders to see if a common GNSO position can be developed around the issue. While we do not ourselves know if other SG/Cs are going to be reviewing their charters at this time, we note that each SG/C charter is supposed to specify the process for charter amendment. It may therefore turn out to be timely for the BC to raise this issue within the broader GNSO community.

In this regard, it may be helpful to note that the GNSO Operating Procedures prescribe that SG/C rules be based on common general principles that ensure representativeness, openness, transparency and accountability. Specifically, while groups are not required to maintain identical rules, their participation principles should be objective, standardized and clear (see Section 6.1.1 and generally Section 6 of the GNSO Operating Procedures). In line therefore with the concept of community–based bottom–up governance, if a substantial part of the GNSO community were to agree on a need to solve the potential voting problem, this could result in the development of a GNSO norm or principle that could, if appropriate, be added to the GNSO Operating Procedures.

Additionally, given the ongoing structural review of the GNSO, the BC may also wish to consider bringing up the issue with the GNSO Working Party that is coordinating this effort on the community’s behalf, perhaps through the BC representatives on the group. We understand also that the initial report of the independent examiner will be published for public comment in mid-2015, so there will be additional opportunities for public comments that can include suggestions for further structural improvements to the GNSO as well.

I hope that these suggestions from the SCI will be useful to the BC. Should you or the BC have any additional questions concerning the functioning of the GNSO Operating Procedures and Working Group Guidelines, please do not hesitate to contact me. The SCI will be pleased to support the community’s efforts to better understand and improve these rules and processes.

With best regards,

Anne Aikman-Scalese

2015 Chair, SCI

*From: *Amr Elsadr <aelsadr@egyptig.org> *Date: *Tuesday, March 10, 2015 at 06:43 *To: *Mary Wong <mary.wong@icann.org> *Cc: *"<gnso-improvem-impl-sc@icann.org>" <gnso-improvem-impl-sc@icann.org>, Ron Andruff <randruff@rnapartners.com> *Subject: *Re: [gnso-improvem-impl-sc] Re: Request to the SCI - Vote switching

Hi,

I haven’t commented on this thread, mainly because I thought the discussion was headed in an agreeable direction.

I think Martin has raised an interesting point, and hope this issue doesn’t become a problem in the near or distant future. However, as noted by others, I don’t see this as an SCI issue. Since this isn’t a policy issue, I honestly don’t see this as something necessarily being within the scope of the GNSO Council either. Having said that, I don’t think it would be harmful for the council to discuss the issue. Ideally, this would have been picked up during the GNSO review, but should be individually tackled by the GNSO’s SGs/Cs.

Isn’t the Board SIC involved in the process of SG/C charter revisions as well? I tried searching for a process description, but couldn’t find one. May be helpful to reference that in any response we send Martin, if that is indeed the case. I seem to remember them being involved in the NCSG charter revision.

Thanks.

Amr

On Mar 9, 2015, at 9:11 PM, Mary Wong <mary.wong@icann.org> wrote:

Dear Angie and everyone,

Thanks very much for the thoughtful comments – I think we are both saying very similar things! Essentially, the BC (like all other GNSO SG/Cs) defines its own charter and scope, which is one reason why (as well as more general reasons having to do with the fundamental community consensus-based bottom-up ICANN structure) staff suggested that this is an issue best determined by the BC itself. This can include all the considerations mentioned by Angie, and the BC may also decide it wishes to discuss the question with other GNSO SG/Cs. As we also noted, to the extent that a substantial or discrete part the GNSO community then believes a more uniform or coherent approach is needed, either the BC or another GNSO SG/C can bring it up as part of the ongoing GNSO Review - a point that was noted by Avri as something that can be done through each SG/C’s representatives on the GNSO Working Party, including the BC's.

Anne has requested that staff draft a response to Martin and the BC, which we propose to do along these lines. Although we do not think this is necessarily the type of matter that the SCI Charter was intended to cover, nonetheless it may be helpful to see if this is a shared SCI view. Please reply therefore if you have an objection to the proposed approach. If none is received by *23:59 UTC on Wednesday 11 March*, we will proceed as noted herein.

Thanks and cheers

Mary

Mary Wong

Senior Policy Director

Internet Corporation for Assigned Names & Numbers (ICANN)

Telephone: +1 603 574 4892

Email: mary.wong@icann.org

*From: *Angie Graves <angie@webgroup.com> *Date: *Monday, March 9, 2015 at 11:52 *To: *Anne <AAikman@lrrlaw.com>, Mary Wong <mary.wong@icann.org>, "< gnso-improvem-impl-sc@icann.org>" <gnso-improvem-impl-sc@icann.org> *Cc: *Julie Hedlund <julie.hedlund@icann.org>, Ron Andruff < randruff@rnapartners.com> *Subject: *Fwd: Request to the SCI - Vote switching

Dear Anne, Mary and SCI,

I am writing to share my thoughts with the SCI as a member of both the BC and the SCI. If any of my thoughts expressed below conflict with Mary Wong's pending response, I defer to her.

I am inclined to think that I am speaking for more than just myself when I say that the SCI recognizes, too, the importance of this issue Martin has raised, and that we would like to be able to provide answers and resolution to the potential for abuse of voting rights.

Unfortunately, the SCI's charter directs us to consider GNSO Council processes and procedures and Working Group guidelines that have been identified either by the GNSO Council or a group chartered by the GNSO Council as needing discussion (e.g. a WG). As the Business Constituency is one of the Constituencies within the Commercial Stakeholder Group (CSG) referred to in Article X.5 of the ICANN bylaws, and as the BC's charter review is not at the request of the GNSO Council, Martin's request lies outside of the SCI's scope.

I am available to talk about this issue with Martin and/or with the BC Charter Review Drafting Team, and maybe determine together the optimal way forward. My suggestion is for the SCI to recommend that Martin raise this issue first inside the BC following the Drafting Team's completion of its first order of business--the charter review. In seeking BC consensus on the issue, requests for outside review will be thoroughly considered by the constituency, ideas for mitigation will be collected, and the best path forward with the issue will be determined and agreed upon by the BC membership.

Thoughts?

Thank you,

Angie

---------- Forwarded message ---------- From: <martinsutton@hsbc.com> Date: Mon, Mar 9, 2015 at 5:26 AM Subject: RE: Request to the SCI - Vote switching To: "Aikman-Scalese, Anne" <AAikman@lrrlaw.com> Cc: Angie Graves <angie@webgroup.com>, "<gnso-improvem-impl-sc@icann.org>" <gnso-improvem-impl-sc@icann.org>, Julie Hedlund <julie.hedlund@icann.org>, Mary Wong <mary.wong@icann.org>, Ron Andruff <randruff@rnapartners.com>

Dear Anne,

Thank you for your helpful response and suggestion - all noted.

Kind regards,

Martin *Martin C SUTTON * Manager, Group Fraud Risk & Intelligence Global Security & Fraud Risk Level 8,1 Canada Square,Canary Wharf,London,E14 5AB,United Kingdom

__________________________________________________________________

Phone

+44 (0)207 991 8074

Mobile

+44 (0)777 4556680

Email

martinsutton@hsbc.com

Website

www.hsbc.com

__________________________________________________________________ Protect our environment - please only print this if you have to!

From: "Aikman-Scalese, Anne" <AAikman@lrrlaw.com> To: Martin C SUTTON/HGHQ/HSBC@HSBC Cc: 'Mary Wong' <mary.wong@icann.org>, Julie Hedlund < julie.hedlund@icann.org>, "<gnso-improvem-impl-sc@icann.org>" < gnso-improvem-impl-sc@icann.org>, 'Ron Andruff' <randruff@rnapartners.com>, 'Angie Graves' <angie@webgroup.com> Date: 07/03/2015 22:20 Subject: RE: Request to the SCI - Vote switching ------------------------------

Martin, Although SCI has not met, there has been some discussion on the list regarding your request on behalf of the BC Charter subteam.

Staff (Mary Wong) is drafting a response to your request for SCI and will be circulating that response to SCI members for purposes of developing a consensus on the recommended approach for BC in this fact situation. At present we have no calls scheduled. If SCI members are not in agreement with the approach described in the draft response that staff is preparing, we will likely need to schedule a call to discuss in more detail than achieved to date on the list. In this regard, you may want to alert and brief the BC members of SCI as to this particular issue since, to my knowledge, neither one of the BC SCI appointees has commented in the discussion of this matter on the SCI list. Thank you, Anne

<ATT00001.gif>

*Anne E. Aikman-Scalese, Of Counsel*

*Lewis Roca Rothgerber LLP |*

*One South Church Avenue Suite 700 | Tucson, Arizona 85701-1611*

*(T) 520.629.4428 <520.629.4428> | (F) 520.879.4725 <520.879.4725>*

*AAikman@LRRLaw.com* <AAikman@LRRLaw.com>* | **www.LRRLaw.com* <http://www.lrrlaw.com/>

*From:* martinsutton@hsbc.com [mailto:martinsutton@hsbc.com <martinsutton@hsbc.com>] *Sent:* Friday, March 06, 2015 9:17 AM *To:* Aikman-Scalese, Anne *Subject:* Re: Request to the SCI - Vote switching

Dear Anne,

As a follow-up, could you please let me know when the SCI is next due to meet/discuss the item raised below? I just want to manage expectations with the BC Charter group, so an indicative time would be helpful.

Kind regards,

Martin *Martin C SUTTON * Manager, Group Fraud Risk & Intelligence Global Security & Fraud Risk Level 8,1 Canada Square,Canary Wharf,London,E14 5AB,United Kingdom

__________________________________________________________________

Phone

+44 (0)207 991 8074

Mobile

+44 (0)777 4556680

Email

martinsutton@hsbc.com

Website

www.hsbc.com

__________________________________________________________________ Protect our environment - please only print this if you have to!

From: Martin C SUTTON/HGHQ/HSBC To: "Anne Aikman-Scalese" <AAikman@LRRLaw.com> Date: 26/02/2015 23:21 Subject: Re: Request to the SCI - Vote switching

------------------------------

Thank you Anne, much appreciated.

Martin Sutton Manager, Group Fraud Risk and Intelligence Ph: ++44 (0)20 7991 8074 Mob: ++44 (0)777 4556680 Sent from my BlackBerry

*********************************

HSBC Holdings plc Registered Office: 1 Canada Square, London E14 5AB, United Kingdom Registered in England number 617987

*********************************

------------------------------

* From: *"Aikman-Scalese, Anne" [AAikman@lrrlaw.com] *Sent: *26/02/2015 20:31 GMT *To: *Martin C SUTTON *Subject: *RE: Request to the SCI - Vote switching

Thanks Martin. I will bring this before SCI. Anne

<ATT00002.gif>

*Anne E. Aikman-Scalese, Of Counsel*

*Lewis Roca Rothgerber LLP |*

*One South Church Avenue Suite 700 | Tucson, Arizona 85701-1611*

*(T) 520.629.4428 <520.629.4428> | (F) 520.879.4725 <520.879.4725>*

*AAikman@LRRLaw.com* <AAikman@LRRLaw.com>* | **www.LRRLaw.com* <http://www.lrrlaw.com/>

*From:* martinsutton@hsbc.com [mailto:martinsutton@hsbc.com <martinsutton@hsbc.com>] *Sent:* Thursday, February 26, 2015 12:30 PM *To:* Aikman-Scalese, Anne *Subject:* Request to the SCI - Vote switching

Dear Anne,

I am a member of the Business Constituency and currently working with the BC Charter Review team. During our recent discussions, we identified a potential issue that may affect GNSO Stakeholder Groups (SGs) and Constituencies (Cs) which may warrant the attention of the SCI, which I understand you currently chair.

With the introduction of New gTLDs, an increasing number of organisations now meet the criteria of membership within multiple groups, even across the contracting and non-contracting parties divide. The point in question is in relation to the ability for a member of multiple SGs and Cs to regularly switch their voting rights between these groups in a tactical manner, so as to apply votes for elections/decisions where they may have concerns with lack of representation within a specific group, at a specific time. Whilst they may only vote in one of the SGs or Cs, there is no restriction as to when and how frequently they may switch their voting power between these groups. This could be too flexible and potentially allow the system to be exploited.

I am pleased to say that there is no evidence that this is occurring but as new members continue to increase, it seems sensible to consider preventative measures be put in place to protect the GNSO for the future. As an example, a multi-member organisation could be obliged to commit holding it's voting rights within one group for a minimum term of 12 months before switching to another group. Of course, this would need to be uniform across all of the SGs and Cs, hence, we think it is appropriate to raise this issue with the SCI for consideration.

I would be happy to discuss further and interested to know if you feel this would be appropriate and worthwhile for the SCI to assess.

Kind regards,

Martin *Martin C SUTTON * Manager, Group Fraud Risk & Intelligence Global Security & Fraud Risk Level 8,1 Canada Square,Canary Wharf,London,E14 5AB,United Kingdom

__________________________________________________________________

Phone

+44 (0)207 991 8074

Mobile

+44 (0)777 4556680

Email

martinsutton@hsbc.com

Website

www.hsbc.com

__________________________________________________________________ Protect our environment - please only print this if you have to!

------------------------------

----------------------------------------- SAVE PAPER - THINK BEFORE YOU PRINT!

This E-mail is confidential.

It may also be legally privileged. If you are not the addressee you may not copy, forward, disclose or use any part of it. If you have received this message in error, please delete it and all copies from your system and notify the sender immediately by return E-mail.

Internet communications cannot be guaranteed to be timely secure, error or virus-free. The sender does not accept liability for any errors or omissions.

------------------------------

This message and any attachments are intended only for the use of the individual or entity to which they are addressed. If the reader of this message or an attachment is not the intended recipient or the employee or agent responsible for delivering the message or attachment to the intended recipient you are hereby notified that any dissemination, distribution or copying of this message or any attachment is strictly prohibited. If you have received this communication in error, please notify us immediately by replying to the sender. The information transmitted in this message and any attachments may be privileged, is intended only for the personal and confidential use of the intended recipients, and is covered by the Electronic Communications Privacy Act, 18 U.S.C. §2510-2521.

************************************************************ HSBC Holdings plc Registered Office: 8 Canada Square, London E14 5HQ, United Kingdom Registered in England number 617987 ************************************************************

------------------------------

----------------------------------------- SAVE PAPER - THINK BEFORE YOU PRINT!

This E-mail is confidential.

It may also be legally privileged. If you are not the addressee you may not copy, forward, disclose or use any part of it. If you have received this message in error, please delete it and all copies from your system and notify the sender immediately by return E-mail.

Internet communications cannot be guaranteed to be timely secure, error or virus-free. The sender does not accept liability for any errors or omissions.

------------------------------

This message and any attachments are intended only for the use of the individual or entity to which they are addressed. If the reader of this message or an attachment is not the intended recipient or the employee or agent responsible for delivering the message or attachment to the intended recipient you are hereby notified that any dissemination, distribution or copying of this message or any attachment is strictly prohibited. If you have received this communication in error, please notify us immediately by replying to the sender. The information transmitted in this message and any attachments may be privileged, is intended only for the personal and confidential use of the intended recipients, and is covered by the Electronic Communications Privacy Act, 18 U.S.C. §2510-2521.

************************************************************ HSBC Holdings plc Registered Office: 8 Canada Square, London E14 5HQ, United Kingdom Registered in England number 617987 ************************************************************

------------------------------

----------------------------------------- SAVE PAPER - THINK BEFORE YOU PRINT!

This E-mail is confidential.

It may also be legally privileged. If you are not the addressee you may not copy, forward, disclose or use any part of it. If you have received this message in error, please delete it and all copies from your system and notify the sender immediately by return E-mail.

Internet communications cannot be guaranteed to be timely secure, error or virus-free. The sender does not accept liability for any errors or omissions.

<ATT00001.gif><ATT00002.gif>

------------------------------

This message and any attachments are intended only for the use of the individual or entity to which they are addressed. If the reader of this message or an attachment is not the intended recipient or the employee or agent responsible for delivering the message or attachment to the intended recipient you are hereby notified that any dissemination, distribution or copying of this message or any attachment is strictly prohibited. If you have received this communication in error, please notify us immediately by replying to the sender. The information transmitted in this message and any attachments may be privileged, is intended only for the personal and confidential use of the intended recipients, and is covered by the Electronic Communications Privacy Act, 18 U.S.C. §2510-2521.

Thanks Mary and all for the good input on this issue. I am good with the recommended way forward. I would look to our BC Primary rep, Angie, to take this to Martin and the sub-committee, if no one has any objections. Kind regards, RA PLEASE NOTE MY NEW EMAIL ADDRESS: DELETE <mailto:randruff@rnapartners.com> randruff@rnapartners.com; REPLACE WITH: <mailto:RA@ONRconsulting.com> RA@ONRconsulting.com Ron Andruff ONR Consulting, Inc. <http://www.icannsherpa.com/> www.ICANNSherpa.com (+1) 917 770-2693 From: Mary Wong [mailto:mary.wong@icann.org] Sent: Tuesday, March 17, 2015 17:35 To: Ron Andruff Cc: <gnso-improvem-impl-sc@icann.org> Subject: Re: [gnso-improvem-impl-sc] Re: Request to the SCI - Vote switching Thanks to Ron and everyone for their insights. It sounds like there is general agreement that this is at the moment an internal BC issue, with the possibility of its going to the GNSO Council at some appropriate time for discussion and possible coordination of a consistent position or rule. As noted in previous discussions, At this point, staff respectfully suggests that the best approach may be for Ron and Angie, as the BC representatives to the SCI, to write or speak directly to Martin. Besides the preliminary nature of the question and the possible options as suggested, we thought that it made sense that the response not be an official one from the SCI through the Chair, since the query was a somewhat informal one from a group from within the BC and not an official BC request. Cheers Mary Mary Wong Senior Policy Director Internet Corporation for Assigned Names & Numbers (ICANN) Telephone: +1 603 574 4892 Email: mary.wong@icann.org <mailto:mary.wong@icann.org> From: Greg Shatan <gregshatanipc@gmail.com <mailto:gregshatanipc@gmail.com>

Date: Tuesday, March 17, 2015 at 15:32 To: Ron Andruff <RA@onrconsulting.com <mailto:RA@onrconsulting.com> > Cc: WUKnoben <wolf-ulrich.knoben@t-online.de <mailto:wolf-ulrich.knoben@t-online.de> >, Angie Graves <angie@webgroup.com <mailto:angie@webgroup.com> >, "Aikman-Scalese, Anne" <AAikman@lrrlaw.com <mailto:AAikman@lrrlaw.com> >, Mary Wong <mary.wong@icann.org <mailto:mary.wong@icann.org> >, "<gnso-improvem-impl-sc@icann.org <mailto:gnso-improvem-impl-sc@icann.org> >" <gnso-improvem-impl-sc@icann.org <mailto:gnso-improvem-impl-sc@icann.org> >, Ron Andruff <randruff@rnapartners.com <mailto:randruff@rnapartners.com> > Subject: Re: [gnso-improvem-impl-sc] Re: Request to the SCI - Vote switching Ron, That is very helpful background. I agree that the BC needs to progress this more before bringing it to the Council (if at all). If this is an issue that the BC wants to bring out of the BC, there are a variety of options to do so. I think that the email letter was intended to capture those options. One option is certainly to complete a draft revised Charter and let that start the conversation about regulating vote-switching and related issues. Another option is to open a cross SG/C dialogue among the respective leadership groups about this. Another option is to bring it to the Council. Each of these options probably leads to the others, and potentially to the SCI, if revising the appropriate sections of the GNSO Operating Procedures is seen as a potential appropriate home for safeguards against vote-switching. At this point, the simplest thing may be for Martin to reach out to SG/C leaderships to see if and how they have dealt with this issue, and if they are currently thinking about it. Wolf-Ulrich's response was quite instructive. Anything more than that is probably premature. Greg On Tue, Mar 17, 2015 at 11:12 AM, Ron Andruff <RA@onrconsulting.com <mailto:RA@onrconsulting.com> > wrote: Dear all, As I was (until recently) on the BC Charter team and formerly with the SCI, and this topic is getting a lot of consideration by all of you, I thought it might help if I provided some further context. Regarding the BC Charter, all Constituencies must update their Charters to remain current with an evolving ICANN; however, only a few (to my knowledge) have done so, at this point in time. The BC took the approach of trying to develop a Charter that would include as many best practices as possible. We are particularly keen in identifying how to draw clear lines between constituencies and their respective interests, with members in each constituency clearly coming from the specific business unit of a company that may have memberships in several constituencies, as one example. We had not gotten to this stage when I stepped down as co-Chair of the BC Charter drafting team, but I believe that Martin was given a green light by the rest of that sub-committee to ask the question of the SCI. In my view, this is a matter for the BC to sort out; first at the sub-committee level, then at the full membership level, and then the draft Charter will be sent out for public comment (as all new Charters are obliged). So there are many opportunities for much discussion at many levels BEFORE it would ever become an SCI issue, as I see it. At the end of the day, while this does impact the GNSO Council at a certain level, it must be considered and more or less resolved at the constituency level. Taking this to Council is putting the cart before the horse… My two cents… Hope this sheds more light on the matter. Kind regards, RA PLEASE NOTE MY NEW EMAIL ADDRESS: DELETE <mailto:randruff@rnapartners.com> randruff@rnapartners.com; REPLACE WITH: <mailto:RA@ONRconsulting.com> RA@ONRconsulting.com Ron Andruff ONR Consulting, Inc. <http://www.icannsherpa.com/> www.ICANNSherpa.com (+1) 917 770-2693 <tel:%28%2B1%29%20917%20770-2693> From: WUKnoben [mailto:wolf-ulrich.knoben@t-online.de <mailto:wolf-ulrich.knoben@t-online.de> ] Sent: Tuesday, March 17, 2015 10:36 To: Angie Graves; Aikman-Scalese, Anne Cc: Mary Wong; gnso-improvem-impl-sc@icann.org <mailto:gnso-improvem-impl-sc@icann.org> ; Ron Andruff Subject: Re: [gnso-improvem-impl-sc] Re: Request to the SCI - Vote switching I do agree that the council might be the right entity to following-up . Although I think in doing this the council has to refer again to the SGs/Cs to bring their respective rules (if there are any) into a coordinated form. FYI here is an excerpt of the ISPCP constituency Operating Procedures: <<... Applicants will be asked to declare whether the entity is a member of another GNSO constituency or will participate in ICANN policy formulation in ways other than their ISPCP membership. Applicants representing entities which do participate elsewhere are required to demonstrate that their ISPCP membership will be divisionally oriented meaning that separate individuals will represent those divisions in ICANN affairs, and that the entity will only represent ISP and Connectivity Providers perspectives within the ISPCP. In the interest of transparency, members are required to provide information to the secretariat whenever there are any material changes to their status or that of their organisation. ...>> This looks more or less like a code of conduct with criteria to be talked about on a case by case. Best regards Wolf-Ulrich From:Angie Graves <mailto:angie@webgroup.com> Sent: Tuesday, March 17, 2015 1:13 AM To:Aikman-Scalese, Anne <mailto:AAikman@lrrlaw.com> Cc: Mary Wong <mailto:mary.wong@icann.org> ; mailto:gnso-improvem-impl-sc@icann.org ; Ron Andruff <mailto:randruff@rnapartners.com> Subject: Re: [gnso-improvem-impl-sc] Re: Request to the SCI - Vote switching Dear all, If 6.1.2(j) is mentioned in the response to Martin, the mention should be in the context of acknowledgement that 6.1.2(j) is the source of the loophole that Martin discovered. Also, as refresher, here is an excerpt from Martin's email to the SCI: "The point in question is in relation to the ability for a member of multiple SGs and Cs to regularly switch their voting rights between these groups in a tactical manner, so as to apply votes for elections/decisions where they may have concerns with lack of representation within a specific group, at a specific time. Whilst they may only vote in one of the SGs or Cs, there is no restriction as to when and how frequently they may switch their voting power between these groups. This could be too flexible and potentially allow the system to be exploited." Regarding raising this to the GNSO Council, mention of 6.1.2(j) by the SCI should be accompanied by mention of 6.2.6(d), as they are composed of identical language: "No legal or natural person should be a voting member of more than one Group." Regards, Angie On Mon, Mar 16, 2015 at 7:47 PM, Aikman-Scalese, Anne <AAikman@lrrlaw.com <mailto:AAikman@lrrlaw.com> > wrote: Mary, Our response to Martin should definitely include a reference to GNSO Operating Procedure 6.1.2(j) and Martin can take this up with the BC. We should not omit a relevant GNSO Operating Procedure when responding to this question. Thank you, Anne Anne E. Aikman-Scalese, Of Counsel Lewis Roca Rothgerber LLP | One South Church Avenue Suite 700 | Tucson, Arizona 85701-1611 (T) 520.629.4428 <tel:520.629.4428> | (F) 520.879.4725 <tel:520.879.4725> AAikman@LRRLaw.com <mailto:AAikman@LRRLaw.com> | www.LRRLaw.com <http://www.lrrlaw.com/> From:owner-gnso-improvem-impl-sc@icann.org <mailto:owner-gnso-improvem-impl-sc@icann.org> [mailto:owner-gnso-improvem-impl-sc@icann.org <mailto:owner-gnso-improvem-impl-sc@icann.org> ] On Behalf Of Mary Wong Sent: Monday, March 16, 2015 4:26 PM Cc: <gnso-improvem-impl-sc@icann.org <mailto:gnso-improvem-impl-sc@icann.org> >; Ron Andruff Subject: Re: [gnso-improvem-impl-sc] Re: Request to the SCI - Vote switching Thanks for the detailed feedback, Greg. I will amend the note to reflect your suggestions, including to take up the matter with the Council directly rather than with individual SG/Cs. On the question of whether the BC’s question raises the broader question of the effectiveness of Section 6.1.2(j), this may be something the SCI can include in its review plan should the Council choose not to refer the topic to the SCI at this time. As such, while we may not include it in the note to the BC, the SCI can certainly add it to its list of potential topics for further/future review at the appropriate time. Thanks and cheers Mary Mary Wong Senior Policy Director Internet Corporation for Assigned Names & Numbers (ICANN) Telephone: +1 603 574 4892 <tel:%2B1%20603%20574%204892> Email: mary.wong@icann.org <mailto:mary.wong@icann.org> From: Greg Shatan <gregshatanipc@gmail.com <mailto:gregshatanipc@gmail.com>

Date: Monday, March 16, 2015 at 17:07 To: Mary Wong <mary.wong@icann.org <mailto:mary.wong@icann.org> > Cc: "<gnso-improvem-impl-sc@icann.org <mailto:gnso-improvem-impl-sc@icann.org> >" <gnso-improvem-impl-sc@icann.org <mailto:gnso-improvem-impl-sc@icann.org> >, Ron Andruff <randruff@rnapartners.com <mailto:randruff@rnapartners.com> > Subject: Re: [gnso-improvem-impl-sc] Re: Request to the SCI - Vote switching I am not entirely in agreement with the note or its underlying premises. I do agree that this is not an SCI issue in the sense that we cannot generate our own issues, and that our issues can only come from the Council or from a "group chartered by the Council." The Business Constituency is neither, since it is chartered by ICANN. However,I believe this is an issue relating to the effectiveness and functioning of the GNSO Operating Procedures, and specifically, Section 6.1.2(j), which states that"No legal or natural person should be a voting member of more than one Group." The BC is questioning whether this Section of the GNSO Operating Procedures is effective as currently drafted, given the increasing number of stakeholders eligible to join multiple SGs. The GNSO Operating Procedures are maintained by the GNSO Council. Therefore, this seems to me to be an issue that is within the remit of the Council and which the Council could the refer to the SCI after appropriate deliberations. I think it goes too far to say that this is outside the Council's purview because each SG/C is responsible for its own charter. As you acknowledge later on in the note, the Charters are subject to a number of principles in the GNSO Operating Procedures. To the extent that this relates to one of those principles (and it does) this is appropriate for the Council to take up. Furthermore, the Council, which meets regularly, would seem to be a better forum for shepherding this issue, as opposed to the leaderships of the SG/C's, which do not meet regularly. If the leaderships did meet and decide that a common rule for all GNSO SG/C needed to be adopted to guard against vote-switching, the natural method for creating and adopting such a rule would be for the GNSO Council (and by extension, the SCI) to amend GNSO Operating Procedures Section 6.1.2(j). Sending this issue through the SG/C leaderships would just delay consideration. It seems to me that, at the very least, we should include in this letter (or email) as one of the suggestions that the BC bring this up before the Council. We should also not simply say we are unable to take up the issue. We should say that we are unable to take up the issue unless it is referred to us by the Council. I am also not particularly enthusiastic about suggesting that the BC consult with other SG/C's on a piecemeal basis. This is the kind of problem that cries out for a GNSO-wide solution, so that there are consistent rules and results, and we don't have certain SG/C's that are friendly to "vote-switchers" and others that are not. In any event, I don't think this should be premised in any way on whether other SG/C's are undergoing a charter review. This issue is timely because this is an increasingly realistic problem, not because an SG/C is revising its charter. Overall, I just think this should be more neutral in terms of the options, and include the Council (and a review of 6.1.2(j)) as one of those options. If the BC chooses to consult with leaderships, that should be fine. If the BC chooses to take that route, that should be fine, too. Greg On Mon, Mar 16, 2015 at 4:11 PM, Mary Wong <mary.wong@icann.org <mailto:mary.wong@icann.org> > wrote: Hello everyone, Since we have received no objections from anyone, and both Amr and Angie agreed that the SCI should proceed with a reply to Martin Sutton as sketched out by Angie and me, we have drafted the following email that Anne as SCI chair can send if it meets the purpose. Since we thought it would make sense to keep the note brief, we thought that sending it in the form of an email rather than as a separate letter would work too. On Amr’s question about SG/C charter revisions, our understanding is that each SG/C – in the current GNSO structure – is obliged to include procedures for amending their charters therein. However, under the previous structure, and more specifically in the transitional period to the current structure with four new SGs largely supplanting the old Constituency structure, each SG Charter had to be submitted to and approved by the ICANN Board. This took place between July 2009 and June 2011. Similarly, each existing Constituency had to be renewed and reconfirmed by the Board – this took place in early 2009. Our suggested draft text for a reply to Martin follows below. Dear Martin, Thank you for reaching out to me and the GNSO’s Standing Committee on Improvements Implementation (SCI) on 26 February 2015. The SCI has discussed the question that the Business Constituency (BC) raised concerning the possibility of vote-switching across different GNSO groups, and while we agree that this situation is not currently addressed by the GNSO’s rules or procedures, we have also concluded that this specific issue lies outside the remit of the SCI. The SCI was chartered by the GNSO Council to review and assess the effectiveness and functioning of the GNSO Operating Procedures and Working Group Guidelines. As such, questions relating to Stakeholder Group/Constituency (SG/C) operations are beyond the scope of our charter, for the simple reason that the ICANN’s bottom-up community structure is based on each SG/C defining its own governance rules. The drafting, scoping, adoption, review and amendment of each group’s charter is therefore a matter for that group’s internal deliberations and decision, with a light oversight exercised by the ICANN Board which (under the current Bylaws) retains the discretion to prescribe periodic reviews of each group’s charter (see Article X, Section 5.3 of the ICANN Bylaws). Although the SCI is unable to take up consideration of the issue raised by the BC, we recognize the potential problem that this could cause were it to happen and would therefore like to offer a few options for your and the BC’s consideration. As the question arose during the BC's discussion of a revision of its Charter, it may be helpful for the BC - as part of its internal deliberations and process - to determine whether to seek external input and also how suggestions for mitigation received can assist in its decision as to the best way to proceed. For instance, BC leadership could reach out to other SG/C leaders to see if a common GNSO position can be developed around the issue. While we do not ourselves know if other SG/Cs are going to be reviewing their charters at this time, we note that each SG/C charter is supposed to specify the process for charter amendment. It may therefore turn out to be timely for the BC to raise this issue within the broader GNSO community. In this regard, it may be helpful to note that the GNSO Operating Procedures prescribe that SG/C rules be based on common general principles that ensure representativeness, openness, transparency and accountability. Specifically, while groups are not required to maintain identical rules, their participation principles should be objective, standardized and clear (see Section 6.1.1 and generally Section 6 of the GNSO Operating Procedures). In line therefore with the concept of community–based bottom–up governance, if a substantial part of the GNSO community were to agree on a need to solve the potential voting problem, this could result in the development of a GNSO norm or principle that could, if appropriate, be added to the GNSO Operating Procedures. Additionally, given the ongoing structural review of the GNSO, the BC may also wish to consider bringing up the issue with the GNSO Working Party that is coordinating this effort on the community’s behalf, perhaps through the BC representatives on the group. We understand also that the initial report of the independent examiner will be published for public comment in mid-2015, so there will be additional opportunities for public comments that can include suggestions for further structural improvements to the GNSO as well. I hope that these suggestions from the SCI will be useful to the BC. Should you or the BC have any additional questions concerning the functioning of the GNSO Operating Procedures and Working Group Guidelines, please do not hesitate to contact me. The SCI will be pleased to support the community’s efforts to better understand and improve these rules and processes. With best regards, Anne Aikman-Scalese 2015 Chair, SCI From: Amr Elsadr <aelsadr@egyptig.org <mailto:aelsadr@egyptig.org> > Date: Tuesday, March 10, 2015 at 06:43 To: Mary Wong <mary.wong@icann.org <mailto:mary.wong@icann.org> > Cc: "<gnso-improvem-impl-sc@icann.org <mailto:gnso-improvem-impl-sc@icann.org> >" <gnso-improvem-impl-sc@icann.org <mailto:gnso-improvem-impl-sc@icann.org> >, Ron Andruff <randruff@rnapartners.com <mailto:randruff@rnapartners.com> > Subject: Re: [gnso-improvem-impl-sc] Re: Request to the SCI - Vote switching Hi, I haven’t commented on this thread, mainly because I thought the discussion was headed in an agreeable direction. I think Martin has raised an interesting point, and hope this issue doesn’t become a problem in the near or distant future. However, as noted by others, I don’t see this as an SCI issue. Since this isn’t a policy issue, I honestly don’t see this as something necessarily being within the scope of the GNSO Council either. Having said that, I don’t think it would be harmful for the council to discuss the issue. Ideally, this would have been picked up during the GNSO review, but should be individually tackled by the GNSO’s SGs/Cs. Isn’t the Board SIC involved in the process of SG/C charter revisions as well? I tried searching for a process description, but couldn’t find one. May be helpful to reference that in any response we send Martin, if that is indeed the case. I seem to remember them being involved in the NCSG charter revision. Thanks. Amr On Mar 9, 2015, at 9:11 PM, Mary Wong <mary.wong@icann.org <mailto:mary.wong@icann.org> > wrote: Dear Angie and everyone, Thanks very much for the thoughtful comments – I think we are both saying very similar things! Essentially, the BC (like all other GNSO SG/Cs) defines its own charter and scope, which is one reason why (as well as more general reasons having to do with the fundamental community consensus-based bottom-up ICANN structure) staff suggested that this is an issue best determined by the BC itself. This can include all the considerations mentioned by Angie, and the BC may also decide it wishes to discuss the question with other GNSO SG/Cs. As we also noted, to the extent that a substantial or discrete part the GNSO community then believes a more uniform or coherent approach is needed, either the BC or another GNSO SG/C can bring it up as part of the ongoing GNSO Review - a point that was noted by Avri as something that can be done through each SG/C’s representatives on the GNSO Working Party, including the BC's. Anne has requested that staff draft a response to Martin and the BC, which we propose to do along these lines. Although we do not think this is necessarily the type of matter that the SCI Charter was intended to cover, nonetheless it may be helpful to see if this is a shared SCI view. Please reply therefore if you have an objection to the proposed approach. If none is received by 23:59 UTC on Wednesday 11 March, we will proceed as noted herein. Thanks and cheers Mary Mary Wong Senior Policy Director Internet Corporation for Assigned Names & Numbers (ICANN) Telephone: +1 603 574 4892 <tel:%2B1%20603%20574%204892> Email: mary.wong@icann.org <mailto:mary.wong@icann.org> From: Angie Graves <angie@webgroup.com <mailto:angie@webgroup.com> > Date: Monday, March 9, 2015 at 11:52 To: Anne <AAikman@lrrlaw.com <mailto:AAikman@lrrlaw.com> >, Mary Wong <mary.wong@icann.org <mailto:mary.wong@icann.org> >, "<gnso-improvem-impl-sc@icann.org <mailto:gnso-improvem-impl-sc@icann.org>

" <gnso-improvem-impl-sc@icann.org <mailto:gnso-improvem-impl-sc@icann.org>

Cc: Julie Hedlund <julie.hedlund@icann.org <mailto:julie.hedlund@icann.org>

, Ron Andruff <randruff@rnapartners.com <mailto:randruff@rnapartners.com> > Subject: Fwd: Request to the SCI - Vote switching

Dear Anne, Mary and SCI, I am writing to share my thoughts with the SCI as a member of both the BC and the SCI. If any of my thoughts expressed below conflict with Mary Wong's pending response, I defer to her. I am inclined to think that I am speaking for more than just myself when I say that the SCI recognizes, too, the importance of this issue Martin has raised, and that we would like to be able to provide answers and resolution to the potential for abuse of voting rights. Unfortunately, the SCI's charter directs us to consider GNSO Council processes and procedures and Working Group guidelines that have been identified either by the GNSO Council or a group chartered by the GNSO Council as needing discussion (e.g. a WG). As the Business Constituency is one of the Constituencies within the Commercial Stakeholder Group (CSG) referred to in Article X.5 of the ICANN bylaws, and as the BC's charter review is not at the request of the GNSO Council, Martin's request lies outside of the SCI's scope. I am available to talk about this issue with Martin and/or with the BC Charter Review Drafting Team, and maybe determine together the optimal way forward. My suggestion is for the SCI to recommend that Martin raise this issue first inside the BC following the Drafting Team's completion of its first order of business--the charter review. In seeking BC consensus on the issue, requests for outside review will be thoroughly considered by the constituency, ideas for mitigation will be collected, and the best path forward with the issue will be determined and agreed upon by the BC membership. Thoughts? Thank you, Angie ---------- Forwarded message ---------- From: <martinsutton@hsbc.com <mailto:martinsutton@hsbc.com> > Date: Mon, Mar 9, 2015 at 5:26 AM Subject: RE: Request to the SCI - Vote switching To: "Aikman-Scalese, Anne" <AAikman@lrrlaw.com <mailto:AAikman@lrrlaw.com> > Cc: Angie Graves <angie@webgroup.com <mailto:angie@webgroup.com> >, "<gnso-improvem-impl-sc@icann.org <mailto:gnso-improvem-impl-sc@icann.org>

" <gnso-improvem-impl-sc@icann.org <mailto:gnso-improvem-impl-sc@icann.org> , Julie Hedlund <julie.hedlund@icann.org <mailto:julie.hedlund@icann.org> , Mary Wong <mary.wong@icann.org <mailto:mary.wong@icann.org> >, Ron Andruff <randruff@rnapartners.com <mailto:randruff@rnapartners.com> >

Dear Anne, Thank you for your helpful response and suggestion - all noted. Kind regards, Martin Martin C SUTTON Manager, Group Fraud Risk & Intelligence Global Security & Fraud Risk Level 8,1 Canada Square,Canary Wharf,London,E14 5AB,United Kingdom __________________________________________________________________ Phone +44 (0)207 991 8074 <tel:%2B44%20%280%29207%20991%208074> Mobile +44 (0)777 4556680 <tel:%2B44%20%280%29777%204556680> Email <mailto:martinsutton@hsbc.com> martinsutton@hsbc.com Website <http://www.hsbc.com/> www.hsbc.com __________________________________________________________________ Protect our environment - please only print this if you have to! From: "Aikman-Scalese, Anne" <AAikman@lrrlaw.com <mailto:AAikman@lrrlaw.com> > To: Martin C SUTTON/HGHQ/HSBC@HSBC Cc: 'Mary Wong' <mary.wong@icann.org <mailto:mary.wong@icann.org> >, Julie Hedlund <julie.hedlund@icann.org <mailto:julie.hedlund@icann.org> >, "<gnso-improvem-impl-sc@icann.org <mailto:gnso-improvem-impl-sc@icann.org>

" <gnso-improvem-impl-sc@icann.org <mailto:gnso-improvem-impl-sc@icann.org> >, 'Ron Andruff' <randruff@rnapartners.com <mailto:randruff@rnapartners.com> >, 'Angie Graves' <angie@webgroup.com <mailto:angie@webgroup.com> > Date: 07/03/2015 22:20 Subject: RE: Request to the SCI - Vote switching

_____ Martin, Although SCI has not met, there has been some discussion on the list regarding your request on behalf of the BC Charter subteam. Staff (Mary Wong) is drafting a response to your request for SCI and will be circulating that response to SCI members for purposes of developing a consensus on the recommended approach for BC in this fact situation. At present we have no calls scheduled. If SCI members are not in agreement with the approach described in the draft response that staff is preparing, we will likely need to schedule a call to discuss in more detail than achieved to date on the list. In this regard, you may want to alert and brief the BC members of SCI as to this particular issue since, to my knowledge, neither one of the BC SCI appointees has commented in the discussion of this matter on the SCI list. Thank you, Anne <ATT00001.gif> Anne E. Aikman-Scalese, Of Counsel Lewis Roca Rothgerber LLP | One South Church Avenue Suite 700 | Tucson, Arizona 85701-1611 (T) 520.629.4428 <tel:520.629.4428> | (F) 520.879.4725 <tel:520.879.4725> <mailto:AAikman@LRRLaw.com> AAikman@LRRLaw.com | <http://www.lrrlaw.com/> www.LRRLaw.com From: martinsutton@hsbc.com <mailto:martinsutton@hsbc.com> [ <mailto:martinsutton@hsbc.com> mailto:martinsutton@hsbc.com] Sent: Friday, March 06, 2015 9:17 AM To: Aikman-Scalese, Anne Subject: Re: Request to the SCI - Vote switching Dear Anne, As a follow-up, could you please let me know when the SCI is next due to meet/discuss the item raised below? I just want to manage expectations with the BC Charter group, so an indicative time would be helpful. Kind regards, Martin Martin C SUTTON Manager, Group Fraud Risk & Intelligence Global Security & Fraud Risk Level 8,1 Canada Square,Canary Wharf,London,E14 5AB,United Kingdom __________________________________________________________________ Phone +44 (0)207 991 8074 <tel:%2B44%20%280%29207%20991%208074> Mobile +44 (0)777 4556680 <tel:%2B44%20%280%29777%204556680> Email <mailto:martinsutton@hsbc.com> martinsutton@hsbc.com Website <http://www.hsbc.com/> www.hsbc.com __________________________________________________________________ Protect our environment - please only print this if you have to! From: Martin C SUTTON/HGHQ/HSBC To: "Anne Aikman-Scalese" < <mailto:AAikman@LRRLaw.com> AAikman@LRRLaw.com> Date: 26/02/2015 23:21 Subject: Re: Request to the SCI - Vote switching _____ Thank you Anne, much appreciated. Martin Sutton Manager, Group Fraud Risk and Intelligence Ph: ++44 (0)20 7991 8074 <tel:%2B%2B44%20%280%2920%207991%208074> Mob: ++44 (0)777 4556680 <tel:%2B%2B44%20%280%29777%204556680> Sent from my BlackBerry ********************************* HSBC Holdings plc Registered Office: 1 Canada Square, London E14 5AB, United Kingdom Registered in England number 617987 ********************************* _____ From: "Aikman-Scalese, Anne" [AAikman@lrrlaw.com <mailto:AAikman@lrrlaw.com> ] Sent: 26/02/2015 20:31 GMT To: Martin C SUTTON Subject: RE: Request to the SCI - Vote switching Thanks Martin. I will bring this before SCI. Anne <ATT00002.gif> Anne E. Aikman-Scalese, Of Counsel Lewis Roca Rothgerber LLP | One South Church Avenue Suite 700 | Tucson, Arizona 85701-1611 (T) 520.629.4428 <tel:520.629.4428> | (F) 520.879.4725 <tel:520.879.4725> <mailto:AAikman@LRRLaw.com> AAikman@LRRLaw.com | <http://www.lrrlaw.com/> www.LRRLaw.com From: <mailto:martinsutton@hsbc.com> martinsutton@hsbc.com [ <mailto:martinsutton@hsbc.com> mailto:martinsutton@hsbc.com] Sent: Thursday, February 26, 2015 12:30 PM To: Aikman-Scalese, Anne Subject: Request to the SCI - Vote switching Dear Anne, I am a member of the Business Constituency and currently working with the BC Charter Review team. During our recent discussions, we identified a potential issue that may affect GNSO Stakeholder Groups (SGs) and Constituencies (Cs) which may warrant the attention of the SCI, which I understand you currently chair. With the introduction of New gTLDs, an increasing number of organisations now meet the criteria of membership within multiple groups, even across the contracting and non-contracting parties divide. The point in question is in relation to the ability for a member of multiple SGs and Cs to regularly switch their voting rights between these groups in a tactical manner, so as to apply votes for elections/decisions where they may have concerns with lack of representation within a specific group, at a specific time. Whilst they may only vote in one of the SGs or Cs, there is no restriction as to when and how frequently they may switch their voting power between these groups. This could be too flexible and potentially allow the system to be exploited. I am pleased to say that there is no evidence that this is occurring but as new members continue to increase, it seems sensible to consider preventative measures be put in place to protect the GNSO for the future. As an example, a multi-member organisation could be obliged to commit holding it's voting rights within one group for a minimum term of 12 months before switching to another group. Of course, this would need to be uniform across all of the SGs and Cs, hence, we think it is appropriate to raise this issue with the SCI for consideration. I would be happy to discuss further and interested to know if you feel this would be appropriate and worthwhile for the SCI to assess. Kind regards, Martin Martin C SUTTON Manager, Group Fraud Risk & Intelligence Global Security & Fraud Risk Level 8,1 Canada Square,Canary Wharf,London,E14 5AB,United Kingdom __________________________________________________________________ Phone +44 (0)207 991 8074 <tel:%2B44%20%280%29207%20991%208074> Mobile +44 (0)777 4556680 <tel:%2B44%20%280%29777%204556680> Email <mailto:martinsutton@hsbc.com> martinsutton@hsbc.com Website <http://www.hsbc.com/> www.hsbc.com __________________________________________________________________ Protect our environment - please only print this if you have to! _____ ----------------------------------------- SAVE PAPER - THINK BEFORE YOU PRINT! This E-mail is confidential. It may also be legally privileged. If you are not the addressee you may not copy, forward, disclose or use any part of it. If you have received this message in error, please delete it and all copies from your system and notify the sender immediately by return E-mail. Internet communications cannot be guaranteed to be timely secure, error or virus-free. The sender does not accept liability for any errors or omissions. _____ This message and any attachments are intended only for the use of the individual or entity to which they are addressed. If the reader of this message or an attachment is not the intended recipient or the employee or agent responsible for delivering the message or attachment to the intended recipient you are hereby notified that any dissemination, distribution or copying of this message or any attachment is strictly prohibited. If you have received this communication in error, please notify us immediately by replying to the sender. The information transmitted in this message and any attachments may be privileged, is intended only for the personal and confidential use of the intended recipients, and is covered by the Electronic Communications Privacy Act, 18 U.S.C. §2510-2521. ************************************************************ HSBC Holdings plc Registered Office: 8 Canada Square, London E14 5HQ, United Kingdom Registered in England number 617987 ************************************************************ _____ ----------------------------------------- SAVE PAPER - THINK BEFORE YOU PRINT! This E-mail is confidential. It may also be legally privileged. If you are not the addressee you may not copy, forward, disclose or use any part of it. If you have received this message in error, please delete it and all copies from your system and notify the sender immediately by return E-mail. Internet communications cannot be guaranteed to be timely secure, error or virus-free. The sender does not accept liability for any errors or omissions. _____ This message and any attachments are intended only for the use of the individual or entity to which they are addressed. If the reader of this message or an attachment is not the intended recipient or the employee or agent responsible for delivering the message or attachment to the intended recipient you are hereby notified that any dissemination, distribution or copying of this message or any attachment is strictly prohibited. If you have received this communication in error, please notify us immediately by replying to the sender. The information transmitted in this message and any attachments may be privileged, is intended only for the personal and confidential use of the intended recipients, and is covered by the Electronic Communications Privacy Act, 18 U.S.C. §2510-2521. ************************************************************ HSBC Holdings plc Registered Office: 8 Canada Square, London E14 5HQ, United Kingdom Registered in England number 617987 ************************************************************ _____ ----------------------------------------- SAVE PAPER - THINK BEFORE YOU PRINT! This E-mail is confidential. It may also be legally privileged. If you are not the addressee you may not copy, forward, disclose or use any part of it. If you have received this message in error, please delete it and all copies from your system and notify the sender immediately by return E-mail. Internet communications cannot be guaranteed to be timely secure, error or virus-free. The sender does not accept liability for any errors or omissions. <ATT00001.gif><ATT00002.gif> _____ This message and any attachments are intended only for the use of the individual or entity to which they are addressed. If the reader of this message or an attachment is not the intended recipient or the employee or agent responsible for delivering the message or attachment to the intended recipient you are hereby notified that any dissemination, distribution or copying of this message or any attachment is strictly prohibited. If you have received this communication in error, please notify us immediately by replying to the sender. The information transmitted in this message and any attachments may be privileged, is intended only for the personal and confidential use of the intended recipients, and is covered by the Electronic Communications Privacy Act, 18 U.S.C. §2510-2521.

Interestingly, the related issue of dealing with potential voting rights across multiple constituencies came up in the IPC yesterday -- completely coincidentally. When the time comes, I'm sure IPC leadership would be happy to explore the issue with BC leadership in a more informal way. Greg On Wed, Mar 18, 2015 at 11:19 AM, Angie Graves <angie@webgroup.com> wrote:

Thank you, Mary. I agree. I am glad to reach out to Martin on this.

Angie

On Tue, Mar 17, 2015 at 5:35 PM, Mary Wong <mary.wong@icann.org> wrote:

...

Thanks to Ron and everyone for their insights. It sounds like there is general agreement that this is at the moment an internal BC issue, with the possibility of its going to the GNSO Council at some appropriate time for discussion and possible coordination of a consistent position or rule. As noted in previous discussions,

At this point, staff respectfully suggests that the best approach may be for Ron and Angie, as the BC representatives to the SCI, to write or speak directly to Martin. Besides the preliminary nature of the question and the possible options as suggested, we thought that it made sense that the response not be an official one from the SCI through the Chair, since the query was a somewhat informal one from a group from within the BC and not an official BC request.

Cheers Mary

Mary Wong Senior Policy Director Internet Corporation for Assigned Names & Numbers (ICANN) Telephone: +1 603 574 4892 Email: mary.wong@icann.org

From: Greg Shatan <gregshatanipc@gmail.com> Date: Tuesday, March 17, 2015 at 15:32 To: Ron Andruff <RA@onrconsulting.com> Cc: WUKnoben <wolf-ulrich.knoben@t-online.de>, Angie Graves < angie@webgroup.com>, "Aikman-Scalese, Anne" <AAikman@lrrlaw.com>, Mary Wong <mary.wong@icann.org>, "<gnso-improvem-impl-sc@icann.org>" < gnso-improvem-impl-sc@icann.org>, Ron Andruff <randruff@rnapartners.com> Subject: Re: [gnso-improvem-impl-sc] Re: Request to the SCI - Vote switching

Ron,

That is very helpful background. I agree that the BC needs to progress this more before bringing it to the Council (if at all). If this is an issue that the BC wants to bring out of the BC, there are a variety of options to do so. I think that the email letter was intended to capture those options.

One option is certainly to complete a draft revised Charter and let that start the conversation about regulating vote-switching and related issues. Another option is to open a cross SG/C dialogue among the respective leadership groups about this. Another option is to bring it to the Council.

Each of these options probably leads to the others, and potentially to the SCI, if revising the appropriate sections of the GNSO Operating Procedures is seen as a potential appropriate home for safeguards against vote-switching.

At this point, the simplest thing may be for Martin to reach out to SG/C leaderships to see if and how they have dealt with this issue, and if they are currently thinking about it. Wolf-Ulrich's response was quite instructive. Anything more than that is probably premature.

Greg

On Tue, Mar 17, 2015 at 11:12 AM, Ron Andruff <RA@onrconsulting.com> wrote:

...

Dear all,

As I was (until recently) on the BC Charter team and formerly with the SCI, and this topic is getting a lot of consideration by all of you, I thought it might help if I provided some further context.

Regarding the BC Charter, all Constituencies must update their Charters to remain current with an evolving ICANN; however, only a few (to my knowledge) have done so, at this point in time. The BC took the approach of trying to develop a Charter that would include as many best practices as possible. We are particularly keen in identifying how to draw clear lines between constituencies and their respective interests, with members in each constituency clearly coming from the specific business unit of a company that may have memberships in several constituencies, as one example.

We had not gotten to this stage when I stepped down as co-Chair of the BC Charter drafting team, but I believe that Martin was given a green light by the rest of that sub-committee to ask the question of the SCI.

In my view, this is a matter for the BC to sort out; first at the sub-committee level, then at the full membership level, and then the draft Charter will be sent out for public comment (as all new Charters are obliged). So there are many opportunities for much discussion at many levels BEFORE it would ever become an SCI issue, as I see it.

At the end of the day, while this does impact the GNSO Council at a certain level, it must be considered and more or less resolved at the constituency level. Taking this to Council is putting the cart before the horse…

My two cents… Hope this sheds more light on the matter.

Kind regards,

RA

*PLEASE NOTE MY NEW EMAIL ADDRESS*: DELETE randruff@rnapartners.com; *REPLACE WITH: RA@ONRconsulting.com <RA@ONRconsulting.com>*

*Ron Andruff*

*ONR Consulting, Inc.*

*www.ICANNSherpa.com <http://www.icannsherpa.com/>*

*(+1) 917 770-2693 <%28%2B1%29%20917%20770-2693>*

*From:* WUKnoben [mailto:wolf-ulrich.knoben@t-online.de] *Sent:* Tuesday, March 17, 2015 10:36 *To:* Angie Graves; Aikman-Scalese, Anne *Cc:* Mary Wong; gnso-improvem-impl-sc@icann.org; Ron Andruff *Subject:* Re: [gnso-improvem-impl-sc] Re: Request to the SCI - Vote switching

I do agree that the council might be the right entity to following-up . Although I think in doing this the council has to refer again to the SGs/Cs to bring their respective rules (if there are any) into a coordinated form.

FYI here is an excerpt of the ISPCP constituency Operating Procedures:

<<...

Applicants will be asked to declare whether the entity is a member of another GNSO constituency or will participate in ICANN policy formulation in ways other than their ISPCP membership.

Applicants representing entities which do participate elsewhere are required to demonstrate that their ISPCP membership will be divisionally oriented meaning that separate individuals will represent those divisions in ICANN affairs, and that the entity will only represent ISP and Connectivity Providers perspectives within the ISPCP.

In the interest of transparency, members are required to provide information to the secretariat whenever there are any material changes to their status or that of their organisation.

...>>

This looks more or less like a code of conduct with criteria to be talked about on a case by case.

Best regards

Wolf-Ulrich

*From:*Angie Graves <angie@webgroup.com>

*Sent:* Tuesday, March 17, 2015 1:13 AM

*To:*Aikman-Scalese, Anne <AAikman@lrrlaw.com>

*Cc:* Mary Wong <mary.wong@icann.org> ; mailto:gnso-improvem-impl-sc@icann.org <gnso-improvem-impl-sc@icann.org> ; Ron Andruff <randruff@rnapartners.com>

*Subject:* Re: [gnso-improvem-impl-sc] Re: Request to the SCI - Vote switching

Dear all,

If 6.1.2(j) is mentioned in the response to Martin, the mention should be in the context of acknowledgement that 6.1.2(j) is the source of the loophole that Martin discovered.

Also, as refresher, here is an excerpt from Martin's email to the SCI:

"The point in question is in relation to the ability for a member of multiple SGs and Cs to regularly switch their voting rights between these groups in a tactical manner, so as to apply votes for elections/decisions where they may have concerns with lack of representation within a specific group, at a specific time. Whilst they may only vote in one of the SGs or Cs, there is no restriction as to when and how frequently they may switch their voting power between these groups. This could be too flexible and potentially allow the system to be exploited."

Regarding raising this to the GNSO Council, mention of 6.1.2(j) by the SCI should be accompanied by mention of 6.2.6(d), as they are composed of identical language: "No legal or natural person should be a voting member of more than one Group."

Regards,

Angie

On Mon, Mar 16, 2015 at 7:47 PM, Aikman-Scalese, Anne < AAikman@lrrlaw.com> wrote:

Mary,

Our response to Martin should definitely include a reference to GNSO Operating Procedure 6.1.2(j) and Martin can take this up with the BC. We should not omit a relevant GNSO Operating Procedure when responding to this question.

Thank you,

Anne

*Anne E. Aikman-Scalese, Of Counsel*

*Lewis Roca Rothgerber LLP | *

*One South Church Avenue Suite 700 | Tucson, Arizona 85701-1611*

*(T) 520.629.4428 <520.629.4428> | (F) 520.879.4725 <520.879.4725>*

*AAikman@LRRLaw.com <AAikman@LRRLaw.com>** | www.LRRLaw.com <http://www.lrrlaw.com/>*

*From:*owner-gnso-improvem-impl-sc@icann.org [mailto: owner-gnso-improvem-impl-sc@icann.org] *On Behalf Of *Mary Wong *Sent:* Monday, March 16, 2015 4:26 PM *Cc:* <gnso-improvem-impl-sc@icann.org>; Ron Andruff

*Subject:* Re: [gnso-improvem-impl-sc] Re: Request to the SCI - Vote switching

Thanks for the detailed feedback, Greg. I will amend the note to reflect your suggestions, including to take up the matter with the Council directly rather than with individual SG/Cs.

On the question of whether the BC’s question raises the broader question of the effectiveness of Section 6.1.2(j), this may be something the SCI can include in its review plan should the Council choose not to refer the topic to the SCI at this time. As such, while we may not include it in the note to the BC, the SCI can certainly add it to its list of potential topics for further/future review at the appropriate time.

Thanks and cheers

Mary

Mary Wong

Senior Policy Director

Internet Corporation for Assigned Names & Numbers (ICANN)

Telephone: +1 603 574 4892

Email: mary.wong@icann.org

*From: *Greg Shatan <gregshatanipc@gmail.com> *Date: *Monday, March 16, 2015 at 17:07 *To: *Mary Wong <mary.wong@icann.org> *Cc: *"<gnso-improvem-impl-sc@icann.org>" < gnso-improvem-impl-sc@icann.org>, Ron Andruff <randruff@rnapartners.com> *Subject: *Re: [gnso-improvem-impl-sc] Re: Request to the SCI - Vote switching

I am not entirely in agreement with the note or its underlying premises.

I do agree that this is not an SCI issue in the sense that we cannot generate our own issues, and that our issues can only come from the Council or from a "group chartered by the Council." The Business Constituency is neither, since it is chartered by ICANN.

However,I believe this is an issue relating to the effectiveness and functioning of the GNSO Operating Procedures, and specifically, Section 6.1.2(j), which states that"No legal or natural person should be a voting member of more than one Group." The BC is questioning whether this Section of the GNSO Operating Procedures is effective as currently drafted, given the increasing number of stakeholders eligible to join multiple SGs. The GNSO Operating Procedures are maintained by the GNSO Council. Therefore, this seems to me to be an issue that is within the remit of the Council and which the Council could the refer to the SCI after appropriate deliberations. I think it goes too far to say that this is outside the Council's purview because each SG/C is responsible for its own charter. As you acknowledge later on in the note, the Charters are subject to a number of principles in the GNSO Operating Procedures. To the extent that this relates to one of those principles (and it does) this is appropriate for the Council to take up.

Furthermore, the Council, which meets regularly, would seem to be a better forum for shepherding this issue, as opposed to the leaderships of the SG/C's, which do not meet regularly. If the leaderships did meet and decide that a common rule for all GNSO SG/C needed to be adopted to guard against vote-switching, the natural method for creating and adopting such a rule would be for the GNSO Council (and by extension, the SCI) to amend GNSO Operating Procedures Section 6.1.2(j). Sending this issue through the SG/C leaderships would just delay consideration.

It seems to me that, at the very least, we should include in this letter (or email) as one of the suggestions that the BC bring this up before the Council. We should also not simply say we are unable to take up the issue. We should say that we are unable to take up the issue unless it is referred to us by the Council.

I am also not particularly enthusiastic about suggesting that the BC consult with other SG/C's on a piecemeal basis. This is the kind of problem that cries out for a GNSO-wide solution, so that there are consistent rules and results, and we don't have certain SG/C's that are friendly to "vote-switchers" and others that are not. In any event, I don't think this should be premised in any way on whether other SG/C's are undergoing a charter review. This issue is timely because this is an increasingly realistic problem, not because an SG/C is revising its charter.

Overall, I just think this should be more neutral in terms of the options, and include the Council (and a review of 6.1.2(j)) as one of those options. If the BC chooses to consult with leaderships, that should be fine. If the BC chooses to take that route, that should be fine, too.

Greg

On Mon, Mar 16, 2015 at 4:11 PM, Mary Wong <mary.wong@icann.org> wrote:

Hello everyone,

Since we have received no objections from anyone, and both Amr and Angie agreed that the SCI should proceed with a reply to Martin Sutton as sketched out by Angie and me, we have drafted the following email that Anne as SCI chair can send if it meets the purpose. Since we thought it would make sense to keep the note brief, we thought that sending it in the form of an email rather than as a separate letter would work too.

On Amr’s question about SG/C charter revisions, our understanding is that each SG/C – in the current GNSO structure – is obliged to include procedures for amending their charters therein. However, under the previous structure, and more specifically in the transitional period to the current structure with four new SGs largely supplanting the old Constituency structure, each SG Charter had to be submitted to and approved by the ICANN Board. This took place between July 2009 and June 2011. Similarly, each existing Constituency had to be renewed and reconfirmed by the Board – this took place in early 2009.

Our suggested draft text for a reply to Martin follows below.

Dear Martin,

Thank you for reaching out to me and the GNSO’s Standing Committee on Improvements Implementation (SCI) on 26 February 2015. The SCI has discussed the question that the Business Constituency (BC) raised concerning the possibility of vote-switching across different GNSO groups, and while we agree that this situation is not currently addressed by the GNSO’s rules or procedures, we have also concluded that this specific issue lies outside the remit of the SCI.

The SCI was chartered by the GNSO Council to review and assess the effectiveness and functioning of the GNSO Operating Procedures and Working Group Guidelines. As such, questions relating to Stakeholder Group/Constituency (SG/C) operations are beyond the scope of our charter, for the simple reason that the ICANN’s bottom-up community structure is based on each SG/C defining its own governance rules. The drafting, scoping, adoption, review and amendment of each group’s charter is therefore a matter for that group’s internal deliberations and decision, with a light oversight exercised by the ICANN Board which (under the current Bylaws) retains the discretion to prescribe periodic reviews of each group’s charter (see Article X, Section 5.3 of the ICANN Bylaws).

Although the SCI is unable to take up consideration of the issue raised by the BC, we recognize the potential problem that this could cause were it to happen and would therefore like to offer a few options for your and the BC’s consideration. As the question arose during the BC's discussion of a revision of its Charter, it may be helpful for the BC - as part of its internal deliberations and process - to determine whether to seek external input and also how suggestions for mitigation received can assist in its decision as to the best way to proceed. For instance, BC leadership could reach out to other SG/C leaders to see if a common GNSO position can be developed around the issue. While we do not ourselves know if other SG/Cs are going to be reviewing their charters at this time, we note that each SG/C charter is supposed to specify the process for charter amendment. It may therefore turn out to be timely for the BC to raise this issue within the broader GNSO community.

In this regard, it may be helpful to note that the GNSO Operating Procedures prescribe that SG/C rules be based on common general principles that ensure representativeness, openness, transparency and accountability. Specifically, while groups are not required to maintain identical rules, their participation principles should be objective, standardized and clear (see Section 6.1.1 and generally Section 6 of the GNSO Operating Procedures). In line therefore with the concept of community–based bottom–up governance, if a substantial part of the GNSO community were to agree on a need to solve the potential voting problem, this could result in the development of a GNSO norm or principle that could, if appropriate, be added to the GNSO Operating Procedures.

Additionally, given the ongoing structural review of the GNSO, the BC may also wish to consider bringing up the issue with the GNSO Working Party that is coordinating this effort on the community’s behalf, perhaps through the BC representatives on the group. We understand also that the initial report of the independent examiner will be published for public comment in mid-2015, so there will be additional opportunities for public comments that can include suggestions for further structural improvements to the GNSO as well.

I hope that these suggestions from the SCI will be useful to the BC. Should you or the BC have any additional questions concerning the functioning of the GNSO Operating Procedures and Working Group Guidelines, please do not hesitate to contact me. The SCI will be pleased to support the community’s efforts to better understand and improve these rules and processes.

With best regards,

Anne Aikman-Scalese

2015 Chair, SCI

*From: *Amr Elsadr <aelsadr@egyptig.org> *Date: *Tuesday, March 10, 2015 at 06:43 *To: *Mary Wong <mary.wong@icann.org> *Cc: *"<gnso-improvem-impl-sc@icann.org>" < gnso-improvem-impl-sc@icann.org>, Ron Andruff <randruff@rnapartners.com> *Subject: *Re: [gnso-improvem-impl-sc] Re: Request to the SCI - Vote switching

Hi,

I haven’t commented on this thread, mainly because I thought the discussion was headed in an agreeable direction.

I think Martin has raised an interesting point, and hope this issue doesn’t become a problem in the near or distant future. However, as noted by others, I don’t see this as an SCI issue. Since this isn’t a policy issue, I honestly don’t see this as something necessarily being within the scope of the GNSO Council either. Having said that, I don’t think it would be harmful for the council to discuss the issue. Ideally, this would have been picked up during the GNSO review, but should be individually tackled by the GNSO’s SGs/Cs.

Isn’t the Board SIC involved in the process of SG/C charter revisions as well? I tried searching for a process description, but couldn’t find one. May be helpful to reference that in any response we send Martin, if that is indeed the case. I seem to remember them being involved in the NCSG charter revision.

Thanks.

Amr

On Mar 9, 2015, at 9:11 PM, Mary Wong <mary.wong@icann.org> wrote:

Dear Angie and everyone,

Thanks very much for the thoughtful comments – I think we are both saying very similar things! Essentially, the BC (like all other GNSO SG/Cs) defines its own charter and scope, which is one reason why (as well as more general reasons having to do with the fundamental community consensus-based bottom-up ICANN structure) staff suggested that this is an issue best determined by the BC itself. This can include all the considerations mentioned by Angie, and the BC may also decide it wishes to discuss the question with other GNSO SG/Cs. As we also noted, to the extent that a substantial or discrete part the GNSO community then believes a more uniform or coherent approach is needed, either the BC or another GNSO SG/C can bring it up as part of the ongoing GNSO Review - a point that was noted by Avri as something that can be done through each SG/C’s representatives on the GNSO Working Party, including the BC's.

Anne has requested that staff draft a response to Martin and the BC, which we propose to do along these lines. Although we do not think this is necessarily the type of matter that the SCI Charter was intended to cover, nonetheless it may be helpful to see if this is a shared SCI view. Please reply therefore if you have an objection to the proposed approach. If none is received by *23:59 UTC on Wednesday 11 March*, we will proceed as noted herein.

Thanks and cheers

Mary

Mary Wong

Senior Policy Director

Internet Corporation for Assigned Names & Numbers (ICANN)

Telephone: +1 603 574 4892

Email: mary.wong@icann.org

*From: *Angie Graves <angie@webgroup.com> *Date: *Monday, March 9, 2015 at 11:52 *To: *Anne <AAikman@lrrlaw.com>, Mary Wong <mary.wong@icann.org>, "< gnso-improvem-impl-sc@icann.org>" <gnso-improvem-impl-sc@icann.org> *Cc: *Julie Hedlund <julie.hedlund@icann.org>, Ron Andruff < randruff@rnapartners.com> *Subject: *Fwd: Request to the SCI - Vote switching

Dear Anne, Mary and SCI,

I am writing to share my thoughts with the SCI as a member of both the BC and the SCI. If any of my thoughts expressed below conflict with Mary Wong's pending response, I defer to her.

I am inclined to think that I am speaking for more than just myself when I say that the SCI recognizes, too, the importance of this issue Martin has raised, and that we would like to be able to provide answers and resolution to the potential for abuse of voting rights.

Unfortunately, the SCI's charter directs us to consider GNSO Council processes and procedures and Working Group guidelines that have been identified either by the GNSO Council or a group chartered by the GNSO Council as needing discussion (e.g. a WG). As the Business Constituency is one of the Constituencies within the Commercial Stakeholder Group (CSG) referred to in Article X.5 of the ICANN bylaws, and as the BC's charter review is not at the request of the GNSO Council, Martin's request lies outside of the SCI's scope.

I am available to talk about this issue with Martin and/or with the BC Charter Review Drafting Team, and maybe determine together the optimal way forward. My suggestion is for the SCI to recommend that Martin raise this issue first inside the BC following the Drafting Team's completion of its first order of business--the charter review. In seeking BC consensus on the issue, requests for outside review will be thoroughly considered by the constituency, ideas for mitigation will be collected, and the best path forward with the issue will be determined and agreed upon by the BC membership.

Thoughts?

Thank you,

Angie

---------- Forwarded message ---------- From: <martinsutton@hsbc.com> Date: Mon, Mar 9, 2015 at 5:26 AM Subject: RE: Request to the SCI - Vote switching To: "Aikman-Scalese, Anne" <AAikman@lrrlaw.com> Cc: Angie Graves <angie@webgroup.com>, "<gnso-improvem-impl-sc@icann.org>" <gnso-improvem-impl-sc@icann.org>, Julie Hedlund < julie.hedlund@icann.org>, Mary Wong <mary.wong@icann.org>, Ron Andruff < randruff@rnapartners.com>

Dear Anne,

Thank you for your helpful response and suggestion - all noted.

Kind regards,

Martin *Martin C SUTTON * Manager, Group Fraud Risk & Intelligence Global Security & Fraud Risk Level 8,1 Canada Square,Canary Wharf,London,E14 5AB,United Kingdom

__________________________________________________________________

Phone

+44 (0)207 991 8074

Mobile

+44 (0)777 4556680

Email

martinsutton@hsbc.com

Website

www.hsbc.com

__________________________________________________________________ Protect our environment - please only print this if you have to!

From: "Aikman-Scalese, Anne" <AAikman@lrrlaw.com> To: Martin C SUTTON/HGHQ/HSBC@HSBC Cc: 'Mary Wong' <mary.wong@icann.org>, Julie Hedlund < julie.hedlund@icann.org>, "<gnso-improvem-impl-sc@icann.org>" < gnso-improvem-impl-sc@icann.org>, 'Ron Andruff' < randruff@rnapartners.com>, 'Angie Graves' <angie@webgroup.com> Date: 07/03/2015 22:20 Subject: RE: Request to the SCI - Vote switching ------------------------------

Martin, Although SCI has not met, there has been some discussion on the list regarding your request on behalf of the BC Charter subteam.

Staff (Mary Wong) is drafting a response to your request for SCI and will be circulating that response to SCI members for purposes of developing a consensus on the recommended approach for BC in this fact situation. At present we have no calls scheduled. If SCI members are not in agreement with the approach described in the draft response that staff is preparing, we will likely need to schedule a call to discuss in more detail than achieved to date on the list. In this regard, you may want to alert and brief the BC members of SCI as to this particular issue since, to my knowledge, neither one of the BC SCI appointees has commented in the discussion of this matter on the SCI list. Thank you, Anne

<ATT00001.gif>

*Anne E. Aikman-Scalese, Of Counsel*

*Lewis Roca Rothgerber LLP |*

*One South Church Avenue Suite 700 | Tucson, Arizona 85701-1611*

*(T) 520.629.4428 <520.629.4428> | (F) 520.879.4725 <520.879.4725>*

*AAikman@LRRLaw.com* <AAikman@LRRLaw.com>* | **www.LRRLaw.com* <http://www.lrrlaw.com/>

*From:* martinsutton@hsbc.com [mailto:martinsutton@hsbc.com <martinsutton@hsbc.com>] * Sent:* Friday, March 06, 2015 9:17 AM * To:* Aikman-Scalese, Anne * Subject:* Re: Request to the SCI - Vote switching

Dear Anne,

As a follow-up, could you please let me know when the SCI is next due to meet/discuss the item raised below? I just want to manage expectations with the BC Charter group, so an indicative time would be helpful.

Kind regards,

Martin * Martin C SUTTON * Manager, Group Fraud Risk & Intelligence Global Security & Fraud Risk Level 8,1 Canada Square,Canary Wharf,London,E14 5AB,United Kingdom

__________________________________________________________________

Phone

+44 (0)207 991 8074

Mobile

+44 (0)777 4556680

Email

martinsutton@hsbc.com

Website

www.hsbc.com

__________________________________________________________________ Protect our environment - please only print this if you have to!

From: Martin C SUTTON/HGHQ/HSBC To: "Anne Aikman-Scalese" <AAikman@LRRLaw.com> Date: 26/02/2015 23:21 Subject: Re: Request to the SCI - Vote switching

------------------------------

Thank you Anne, much appreciated.

Martin Sutton Manager, Group Fraud Risk and Intelligence Ph: ++44 (0)20 7991 8074 Mob: ++44 (0)777 4556680 Sent from my BlackBerry

*********************************

HSBC Holdings plc Registered Office: 1 Canada Square, London E14 5AB, United Kingdom Registered in England number 617987

*********************************

------------------------------

* From: *"Aikman-Scalese, Anne" [AAikman@lrrlaw.com] * Sent: *26/02/2015 20:31 GMT * To: *Martin C SUTTON * Subject: *RE: Request to the SCI - Vote switching

Thanks Martin. I will bring this before SCI. Anne

<ATT00002.gif>

*Anne E. Aikman-Scalese, Of Counsel*

*Lewis Roca Rothgerber LLP |*

*One South Church Avenue Suite 700 | Tucson, Arizona 85701-1611*

*(T) 520.629.4428 <520.629.4428> | (F) 520.879.4725 <520.879.4725>*

*AAikman@LRRLaw.com* <AAikman@LRRLaw.com>* | **www.LRRLaw.com* <http://www.lrrlaw.com/>

* From:* martinsutton@hsbc.com [mailto:martinsutton@hsbc.com <martinsutton@hsbc.com>] * Sent:* Thursday, February 26, 2015 12:30 PM * To:* Aikman-Scalese, Anne * Subject:* Request to the SCI - Vote switching

Dear Anne,

I am a member of the Business Constituency and currently working with the BC Charter Review team. During our recent discussions, we identified a potential issue that may affect GNSO Stakeholder Groups (SGs) and Constituencies (Cs) which may warrant the attention of the SCI, which I understand you currently chair.

With the introduction of New gTLDs, an increasing number of organisations now meet the criteria of membership within multiple groups, even across the contracting and non-contracting parties divide. The point in question is in relation to the ability for a member of multiple SGs and Cs to regularly switch their voting rights between these groups in a tactical manner, so as to apply votes for elections/decisions where they may have concerns with lack of representation within a specific group, at a specific time. Whilst they may only vote in one of the SGs or Cs, there is no restriction as to when and how frequently they may switch their voting power between these groups. This could be too flexible and potentially allow the system to be exploited.

I am pleased to say that there is no evidence that this is occurring but as new members continue to increase, it seems sensible to consider preventative measures be put in place to protect the GNSO for the future. As an example, a multi-member organisation could be obliged to commit holding it's voting rights within one group for a minimum term of 12 months before switching to another group. Of course, this would need to be uniform across all of the SGs and Cs, hence, we think it is appropriate to raise this issue with the SCI for consideration.

I would be happy to discuss further and interested to know if you feel this would be appropriate and worthwhile for the SCI to assess.

Kind regards,

Martin * Martin C SUTTON * Manager, Group Fraud Risk & Intelligence Global Security & Fraud Risk Level 8,1 Canada Square,Canary Wharf,London,E14 5AB,United Kingdom

__________________________________________________________________

Phone

+44 (0)207 991 8074

Mobile

+44 (0)777 4556680

Email

martinsutton@hsbc.com

Website

www.hsbc.com

__________________________________________________________________ Protect our environment - please only print this if you have to!

------------------------------

----------------------------------------- SAVE PAPER - THINK BEFORE YOU PRINT!

This E-mail is confidential.

It may also be legally privileged. If you are not the addressee you may not copy, forward, disclose or use any part of it. If you have received this message in error, please delete it and all copies from your system and notify the sender immediately by return E-mail.

Internet communications cannot be guaranteed to be timely secure, error or virus-free. The sender does not accept liability for any errors or omissions.

------------------------------

This message and any attachments are intended only for the use of the individual or entity to which they are addressed. If the reader of this message or an attachment is not the intended recipient or the employee or agent responsible for delivering the message or attachment to the intended recipient you are hereby notified that any dissemination, distribution or copying of this message or any attachment is strictly prohibited. If you have received this communication in error, please notify us immediately by replying to the sender. The information transmitted in this message and any attachments may be privileged, is intended only for the personal and confidential use of the intended recipients, and is covered by the Electronic Communications Privacy Act, 18 U.S.C. §2510-2521.

************************************************************ HSBC Holdings plc Registered Office: 8 Canada Square, London E14 5HQ, United Kingdom Registered in England number 617987 ************************************************************

------------------------------

----------------------------------------- SAVE PAPER - THINK BEFORE YOU PRINT!

This E-mail is confidential.

It may also be legally privileged. If you are not the addressee you may not copy, forward, disclose or use any part of it. If you have received this message in error, please delete it and all copies from your system and notify the sender immediately by return E-mail.

Internet communications cannot be guaranteed to be timely secure, error or virus-free. The sender does not accept liability for any errors or omissions.

------------------------------

This message and any attachments are intended only for the use of the individual or entity to which they are addressed. If the reader of this message or an attachment is not the intended recipient or the employee or agent responsible for delivering the message or attachment to the intended recipient you are hereby notified that any dissemination, distribution or copying of this message or any attachment is strictly prohibited. If you have received this communication in error, please notify us immediately by replying to the sender. The information transmitted in this message and any attachments may be privileged, is intended only for the personal and confidential use of the intended recipients, and is covered by the Electronic Communications Privacy Act, 18 U.S.C. §2510-2521.

************************************************************ HSBC Holdings plc Registered Office: 8 Canada Square, London E14 5HQ, United Kingdom Registered in England number 617987 ************************************************************

------------------------------

----------------------------------------- SAVE PAPER - THINK BEFORE YOU PRINT!

This E-mail is confidential.

It may also be legally privileged. If you are not the addressee you may not copy, forward, disclose or use any part of it. If you have received this message in error, please delete it and all copies from your system and notify the sender immediately by return E-mail.

Internet communications cannot be guaranteed to be timely secure, error or virus-free. The sender does not accept liability for any errors or omissions.

<ATT00001.gif><ATT00002.gif>

------------------------------

This message and any attachments are intended only for the use of the individual or entity to which they are addressed. If the reader of this message or an attachment is not the intended recipient or the employee or agent responsible for delivering the message or attachment to the intended recipient you are hereby notified that any dissemination, distribution or copying of this message or any attachment is strictly prohibited. If you have received this communication in error, please notify us immediately by replying to the sender. The information transmitted in this message and any attachments may be privileged, is intended only for the personal and confidential use of the intended recipients, and is covered by the Electronic Communications Privacy Act, 18 U.S.C. §2510-2521.

Seeing no comments on my draft to Martin sent to the list March 18, I will forward. Thank you, Anne [cid:image001.gif@01D0663E.4251D890] Anne E. Aikman-Scalese, Of Counsel Lewis Roca Rothgerber LLP | One South Church Avenue Suite 700 | Tucson, Arizona 85701-1611 (T) 520.629.4428 | (F) 520.879.4725 AAikman@LRRLaw.com<mailto:AAikman@LRRLaw.com> | www.LRRLaw.com<http://www.lrrlaw.com/> From: owner-gnso-improvem-impl-sc@icann.org [mailto:owner-gnso-improvem-impl-sc@icann.org] On Behalf Of Aikman-Scalese, Anne Sent: Wednesday, March 18, 2015 11:33 AM To: 'Angie Graves' Cc: Mary Wong; <gnso-improvem-impl-sc@icann.org>; Ron Andruff Subject: RE: [gnso-improvem-impl-sc] Re: Request to the SCI - Vote switching Thanks Angie, for volunteering to address this informally with Martin. I will simply let him know your are going to follow up as the SCI rep from the BC. I do wonder, however, whether we should be providing a somewhat formal response to the effect that the SCI can only consider questions raised by Council or a group chartered by Council. This would provide a consistent record of responding correctly from a procedural standpoint. I also think we should note this issue in relation to our “periodic review” responsibilities in relation to the GNSO Operating Procedures generally and make sure we take stock of the status of the issue at that time. I therefore propose to respond to Martin using a modified version of one of Mary’s previously drafted paragraphs (shown in black below) as follows: Martin, Thank you for your communication of February 26 raising the issue of potential “vote switching” among constituencies. Although the BC Charter team presents an interesting issue, the question is not properly before the SCI at this time since (1) we did not receive the question from the GNSO Council or a group chartered by the GNSO Council and (2) we have not yet formulated or presented to Council a plan for periodic review of the Operating Procedures which might involve review of issues related to 6.1.2(j) and 6.2.6(d) of these Procedures, both of which address the rule that "No legal or natural person should be a voting member of more than one Group." Angie Graves is the primary BC representative to the SCI and has volunteered to discuss this topic with you informally so that it can be explored further within the BC. Although the SCI is unable to take up consideration of the issue raised by the BC at this time, we recognize the potential problem that this could cause. Since the question arose during the BC's discussion of a revision of its Charter, it may be helpful for the BC - as part of its internal deliberations and process - to determine whether to seek external input and suggestions for mitigation of this potential problem. For instance, BC leadership could reach out to other SG/C leaders to see if a common GNSO position can be developed around the issue. While we do not ourselves know if other SG/Cs are going to be reviewing their charters at this time, we note that each SG/C charter is supposed to specify its own process for charter amendment. We hope the above is helpful to the BC’s Charter team deliberations. Thank you, Anne [cid:image001.gif@01D0663E.4251D890] Anne E. Aikman-Scalese, Of Counsel Lewis Roca Rothgerber LLP | One South Church Avenue Suite 700 | Tucson, Arizona 85701-1611 (T) 520.629.4428 | (F) 520.879.4725 AAikman@LRRLaw.com<mailto:AAikman@LRRLaw.com> | www.LRRLaw.com<http://www.lrrlaw.com/> From: angie12345@gmail.com<mailto:angie12345@gmail.com> [mailto:angie12345@gmail.com] On Behalf Of Angie Graves Sent: Monday, March 16, 2015 5:13 PM To: Aikman-Scalese, Anne Cc: Mary Wong; <gnso-improvem-impl-sc@icann.org<mailto:gnso-improvem-impl-sc@icann.org>>; Ron Andruff Subject: Re: [gnso-improvem-impl-sc] Re: Request to the SCI - Vote switching Dear all, If 6.1.2(j) is mentioned in the response to Martin, the mention should be in the context of acknowledgement that 6.1.2(j) is the source of the loophole that Martin discovered. Also, as refresher, here is an excerpt from Martin's email to the SCI: "The point in question is in relation to the ability for a member of multiple SGs and Cs to regularly switch their voting rights between these groups in a tactical manner, so as to apply votes for elections/decisions where they may have concerns with lack of representation within a specific group, at a specific time. Whilst they may only vote in one of the SGs or Cs, there is no restriction as to when and how frequently they may switch their voting power between these groups. This could be too flexible and potentially allow the system to be exploited." Regarding raising this to the GNSO Council, mention of 6.1.2(j) by the SCI should be accompanied by mention of 6.2.6(d), as they are composed of identical language: "No legal or natural person should be a voting member of more than one Group." Regards, Angie On Mon, Mar 16, 2015 at 7:47 PM, Aikman-Scalese, Anne <AAikman@lrrlaw.com<mailto:AAikman@lrrlaw.com>> wrote: Mary, Our response to Martin should definitely include a reference to GNSO Operating Procedure 6.1.2(j) and Martin can take this up with the BC. We should not omit a relevant GNSO Operating Procedure when responding to this question. Thank you, Anne [cid:image001.gif@01D0663E.4251D890] Anne E. Aikman-Scalese, Of Counsel Lewis Roca Rothgerber LLP | One South Church Avenue Suite 700 | Tucson, Arizona 85701-1611 (T) 520.629.4428<tel:520.629.4428> | (F) 520.879.4725<tel:520.879.4725> AAikman@LRRLaw.com<mailto:AAikman@LRRLaw.com> | www.LRRLaw.com<http://www.lrrlaw.com/> From: owner-gnso-improvem-impl-sc@icann.org<mailto:owner-gnso-improvem-impl-sc@icann.org> [mailto:owner-gnso-improvem-impl-sc@icann.org<mailto:owner-gnso-improvem-impl-sc@icann.org>] On Behalf Of Mary Wong Sent: Monday, March 16, 2015 4:26 PM Cc: <gnso-improvem-impl-sc@icann.org<mailto:gnso-improvem-impl-sc@icann.org>>; Ron Andruff Subject: Re: [gnso-improvem-impl-sc] Re: Request to the SCI - Vote switching Thanks for the detailed feedback, Greg. I will amend the note to reflect your suggestions, including to take up the matter with the Council directly rather than with individual SG/Cs. On the question of whether the BC’s question raises the broader question of the effectiveness of Section 6.1.2(j), this may be something the SCI can include in its review plan should the Council choose not to refer the topic to the SCI at this time. As such, while we may not include it in the note to the BC, the SCI can certainly add it to its list of potential topics for further/future review at the appropriate time. Thanks and cheers Mary Mary Wong Senior Policy Director Internet Corporation for Assigned Names & Numbers (ICANN) Telephone: +1 603 574 4892<tel:%2B1%20603%20574%204892> Email: mary.wong@icann.org<mailto:mary.wong@icann.org> From: Greg Shatan <gregshatanipc@gmail.com<mailto:gregshatanipc@gmail.com>> Date: Monday, March 16, 2015 at 17:07 To: Mary Wong <mary.wong@icann.org<mailto:mary.wong@icann.org>> Cc: "<gnso-improvem-impl-sc@icann.org<mailto:gnso-improvem-impl-sc@icann.org>>" <gnso-improvem-impl-sc@icann.org<mailto:gnso-improvem-impl-sc@icann.org>>, Ron Andruff <randruff@rnapartners.com<mailto:randruff@rnapartners.com>> Subject: Re: [gnso-improvem-impl-sc] Re: Request to the SCI - Vote switching I am not entirely in agreement with the note or its underlying premises. I do agree that this is not an SCI issue in the sense that we cannot generate our own issues, and that our issues can only come from the Council or from a "group chartered by the Council." The Business Constituency is neither, since it is chartered by ICANN. However,I believe this is an issue relating to the effectiveness and functioning of the GNSO Operating Procedures, and specifically, Section 6.1.2(j), which states that"No legal or natural person should be a voting member of more than one Group." The BC is questioning whether this Section of the GNSO Operating Procedures is effective as currently drafted, given the increasing number of stakeholders eligible to join multiple SGs. The GNSO Operating Procedures are maintained by the GNSO Council. Therefore, this seems to me to be an issue that is within the remit of the Council and which the Council could the refer to the SCI after appropriate deliberations. I think it goes too far to say that this is outside the Council's purview because each SG/C is responsible for its own charter. As you acknowledge later on in the note, the Charters are subject to a number of principles in the GNSO Operating Procedures. To the extent that this relates to one of those principles (and it does) this is appropriate for the Council to take up. Furthermore, the Council, which meets regularly, would seem to be a better forum for shepherding this issue, as opposed to the leaderships of the SG/C's, which do not meet regularly. If the leaderships did meet and decide that a common rule for all GNSO SG/C needed to be adopted to guard against vote-switching, the natural method for creating and adopting such a rule would be for the GNSO Council (and by extension, the SCI) to amend GNSO Operating Procedures Section 6.1.2(j). Sending this issue through the SG/C leaderships would just delay consideration. It seems to me that, at the very least, we should include in this letter (or email) as one of the suggestions that the BC bring this up before the Council. We should also not simply say we are unable to take up the issue. We should say that we are unable to take up the issue unless it is referred to us by the Council. I am also not particularly enthusiastic about suggesting that the BC consult with other SG/C's on a piecemeal basis. This is the kind of problem that cries out for a GNSO-wide solution, so that there are consistent rules and results, and we don't have certain SG/C's that are friendly to "vote-switchers" and others that are not. In any event, I don't think this should be premised in any way on whether other SG/C's are undergoing a charter review. This issue is timely because this is an increasingly realistic problem, not because an SG/C is revising its charter. Overall, I just think this should be more neutral in terms of the options, and include the Council (and a review of 6.1.2(j)) as one of those options. If the BC chooses to consult with leaderships, that should be fine. If the BC chooses to take that route, that should be fine, too. Greg On Mon, Mar 16, 2015 at 4:11 PM, Mary Wong <mary.wong@icann.org<mailto:mary.wong@icann.org>> wrote: Hello everyone, Since we have received no objections from anyone, and both Amr and Angie agreed that the SCI should proceed with a reply to Martin Sutton as sketched out by Angie and me, we have drafted the following email that Anne as SCI chair can send if it meets the purpose. Since we thought it would make sense to keep the note brief, we thought that sending it in the form of an email rather than as a separate letter would work too. On Amr’s question about SG/C charter revisions, our understanding is that each SG/C – in the current GNSO structure – is obliged to include procedures for amending their charters therein. However, under the previous structure, and more specifically in the transitional period to the current structure with four new SGs largely supplanting the old Constituency structure, each SG Charter had to be submitted to and approved by the ICANN Board. This took place between July 2009 and June 2011. Similarly, each existing Constituency had to be renewed and reconfirmed by the Board – this took place in early 2009. Our suggested draft text for a reply to Martin follows below. Dear Martin, Thank you for reaching out to me and the GNSO’s Standing Committee on Improvements Implementation (SCI) on 26 February 2015. The SCI has discussed the question that the Business Constituency (BC) raised concerning the possibility of vote-switching across different GNSO groups, and while we agree that this situation is not currently addressed by the GNSO’s rules or procedures, we have also concluded that this specific issue lies outside the remit of the SCI. The SCI was chartered by the GNSO Council to review and assess the effectiveness and functioning of the GNSO Operating Procedures and Working Group Guidelines. As such, questions relating to Stakeholder Group/Constituency (SG/C) operations are beyond the scope of our charter, for the simple reason that the ICANN’s bottom-up community structure is based on each SG/C defining its own governance rules. The drafting, scoping, adoption, review and amendment of each group’s charter is therefore a matter for that group’s internal deliberations and decision, with a light oversight exercised by the ICANN Board which (under the current Bylaws) retains the discretion to prescribe periodic reviews of each group’s charter (see Article X, Section 5.3 of the ICANN Bylaws). Although the SCI is unable to take up consideration of the issue raised by the BC, we recognize the potential problem that this could cause were it to happen and would therefore like to offer a few options for your and the BC’s consideration. As the question arose during the BC's discussion of a revision of its Charter, it may be helpful for the BC - as part of its internal deliberations and process - to determine whether to seek external input and also how suggestions for mitigation received can assist in its decision as to the best way to proceed. For instance, BC leadership could reach out to other SG/C leaders to see if a common GNSO position can be developed around the issue. While we do not ourselves know if other SG/Cs are going to be reviewing their charters at this time, we note that each SG/C charter is supposed to specify the process for charter amendment. It may therefore turn out to be timely for the BC to raise this issue within the broader GNSO community. In this regard, it may be helpful to note that the GNSO Operating Procedures prescribe that SG/C rules be based on common general principles that ensure representativeness, openness, transparency and accountability. Specifically, while groups are not required to maintain identical rules, their participation principles should be objective, standardized and clear (see Section 6.1.1 and generally Section 6 of the GNSO Operating Procedures). In line therefore with the concept of community–based bottom–up governance, if a substantial part of the GNSO community were to agree on a need to solve the potential voting problem, this could result in the development of a GNSO norm or principle that could, if appropriate, be added to the GNSO Operating Procedures. Additionally, given the ongoing structural review of the GNSO, the BC may also wish to consider bringing up the issue with the GNSO Working Party that is coordinating this effort on the community’s behalf, perhaps through the BC representatives on the group. We understand also that the initial report of the independent examiner will be published for public comment in mid-2015, so there will be additional opportunities for public comments that can include suggestions for further structural improvements to the GNSO as well. I hope that these suggestions from the SCI will be useful to the BC. Should you or the BC have any additional questions concerning the functioning of the GNSO Operating Procedures and Working Group Guidelines, please do not hesitate to contact me. The SCI will be pleased to support the community’s efforts to better understand and improve these rules and processes. With best regards, Anne Aikman-Scalese 2015 Chair, SCI From: Amr Elsadr <aelsadr@egyptig.org<mailto:aelsadr@egyptig.org>> Date: Tuesday, March 10, 2015 at 06:43 To: Mary Wong <mary.wong@icann.org<mailto:mary.wong@icann.org>> Cc: "<gnso-improvem-impl-sc@icann.org<mailto:gnso-improvem-impl-sc@icann.org>>" <gnso-improvem-impl-sc@icann.org<mailto:gnso-improvem-impl-sc@icann.org>>, Ron Andruff <randruff@rnapartners.com<mailto:randruff@rnapartners.com>> Subject: Re: [gnso-improvem-impl-sc] Re: Request to the SCI - Vote switching Hi, I haven’t commented on this thread, mainly because I thought the discussion was headed in an agreeable direction. I think Martin has raised an interesting point, and hope this issue doesn’t become a problem in the near or distant future. However, as noted by others, I don’t see this as an SCI issue. Since this isn’t a policy issue, I honestly don’t see this as something necessarily being within the scope of the GNSO Council either. Having said that, I don’t think it would be harmful for the council to discuss the issue. Ideally, this would have been picked up during the GNSO review, but should be individually tackled by the GNSO’s SGs/Cs. Isn’t the Board SIC involved in the process of SG/C charter revisions as well? I tried searching for a process description, but couldn’t find one. May be helpful to reference that in any response we send Martin, if that is indeed the case. I seem to remember them being involved in the NCSG charter revision. Thanks. Amr On Mar 9, 2015, at 9:11 PM, Mary Wong <mary.wong@icann.org<mailto:mary.wong@icann.org>> wrote: Dear Angie and everyone, Thanks very much for the thoughtful comments – I think we are both saying very similar things! Essentially, the BC (like all other GNSO SG/Cs) defines its own charter and scope, which is one reason why (as well as more general reasons having to do with the fundamental community consensus-based bottom-up ICANN structure) staff suggested that this is an issue best determined by the BC itself. This can include all the considerations mentioned by Angie, and the BC may also decide it wishes to discuss the question with other GNSO SG/Cs. As we also noted, to the extent that a substantial or discrete part the GNSO community then believes a more uniform or coherent approach is needed, either the BC or another GNSO SG/C can bring it up as part of the ongoing GNSO Review - a point that was noted by Avri as something that can be done through each SG/C’s representatives on the GNSO Working Party, including the BC's. Anne has requested that staff draft a response to Martin and the BC, which we propose to do along these lines. Although we do not think this is necessarily the type of matter that the SCI Charter was intended to cover, nonetheless it may be helpful to see if this is a shared SCI view. Please reply therefore if you have an objection to the proposed approach. If none is received by 23:59 UTC on Wednesday 11 March, we will proceed as noted herein. Thanks and cheers Mary Mary Wong Senior Policy Director Internet Corporation for Assigned Names & Numbers (ICANN) Telephone: +1 603 574 4892<tel:%2B1%20603%20574%204892> Email: mary.wong@icann.org<mailto:mary.wong@icann.org> From: Angie Graves <angie@webgroup.com<mailto:angie@webgroup.com>> Date: Monday, March 9, 2015 at 11:52 To: Anne <AAikman@lrrlaw.com<mailto:AAikman@lrrlaw.com>>, Mary Wong <mary.wong@icann.org<mailto:mary.wong@icann.org>>, "<gnso-improvem-impl-sc@icann.org<mailto:gnso-improvem-impl-sc@icann.org>>" <gnso-improvem-impl-sc@icann.org<mailto:gnso-improvem-impl-sc@icann.org>> Cc: Julie Hedlund <julie.hedlund@icann.org<mailto:julie.hedlund@icann.org>>, Ron Andruff <randruff@rnapartners.com<mailto:randruff@rnapartners.com>> Subject: Fwd: Request to the SCI - Vote switching Dear Anne, Mary and SCI, I am writing to share my thoughts with the SCI as a member of both the BC and the SCI. If any of my thoughts expressed below conflict with Mary Wong's pending response, I defer to her. I am inclined to think that I am speaking for more than just myself when I say that the SCI recognizes, too, the importance of this issue Martin has raised, and that we would like to be able to provide answers and resolution to the potential for abuse of voting rights. Unfortunately, the SCI's charter directs us to consider GNSO Council processes and procedures and Working Group guidelines that have been identified either by the GNSO Council or a group chartered by the GNSO Council as needing discussion (e.g. a WG). As the Business Constituency is one of the Constituencies within the Commercial Stakeholder Group (CSG) referred to in Article X.5 of the ICANN bylaws, and as the BC's charter review is not at the request of the GNSO Council, Martin's request lies outside of the SCI's scope. I am available to talk about this issue with Martin and/or with the BC Charter Review Drafting Team, and maybe determine together the optimal way forward. My suggestion is for the SCI to recommend that Martin raise this issue first inside the BC following the Drafting Team's completion of its first order of business--the charter review. In seeking BC consensus on the issue, requests for outside review will be thoroughly considered by the constituency, ideas for mitigation will be collected, and the best path forward with the issue will be determined and agreed upon by the BC membership. Thoughts? Thank you, Angie ---------- Forwarded message ---------- From: <martinsutton@hsbc.com<mailto:martinsutton@hsbc.com>> Date: Mon, Mar 9, 2015 at 5:26 AM Subject: RE: Request to the SCI - Vote switching To: "Aikman-Scalese, Anne" <AAikman@lrrlaw.com<mailto:AAikman@lrrlaw.com>> Cc: Angie Graves <angie@webgroup.com<mailto:angie@webgroup.com>>, "<gnso-improvem-impl-sc@icann.org<mailto:gnso-improvem-impl-sc@icann.org>>" <gnso-improvem-impl-sc@icann.org<mailto:gnso-improvem-impl-sc@icann.org>>, Julie Hedlund <julie.hedlund@icann.org<mailto:julie.hedlund@icann.org>>, Mary Wong <mary.wong@icann.org<mailto:mary.wong@icann.org>>, Ron Andruff <randruff@rnapartners.com<mailto:randruff@rnapartners.com>> Dear Anne, Thank you for your helpful response and suggestion - all noted. Kind regards, Martin Martin C SUTTON Manager, Group Fraud Risk & Intelligence Global Security & Fraud Risk Level 8,1 Canada Square,Canary Wharf,London,E14 5AB,United Kingdom __________________________________________________________________ Phone +44 (0)207 991 8074<tel:%2B44%20%280%29207%20991%208074> Mobile +44 (0)777 4556680<tel:%2B44%20%280%29777%204556680> Email martinsutton@hsbc.com<mailto:martinsutton@hsbc.com> Website www.hsbc.com<http://www.hsbc.com/> __________________________________________________________________ Protect our environment - please only print this if you have to! From: "Aikman-Scalese, Anne" <AAikman@lrrlaw.com<mailto:AAikman@lrrlaw.com>> To: Martin C SUTTON/HGHQ/HSBC@HSBC Cc: 'Mary Wong' <mary.wong@icann.org<mailto:mary.wong@icann.org>>, Julie Hedlund <julie.hedlund@icann.org<mailto:julie.hedlund@icann.org>>, "<gnso-improvem-impl-sc@icann.org<mailto:gnso-improvem-impl-sc@icann.org>>" <gnso-improvem-impl-sc@icann.org<mailto:gnso-improvem-impl-sc@icann.org>>, 'Ron Andruff' <randruff@rnapartners.com<mailto:randruff@rnapartners.com>>, 'Angie Graves' <angie@webgroup.com<mailto:angie@webgroup.com>> Date: 07/03/2015 22:20 Subject: RE: Request to the SCI - Vote switching ________________________________ Martin, Although SCI has not met, there has been some discussion on the list regarding your request on behalf of the BC Charter subteam. Staff (Mary Wong) is drafting a response to your request for SCI and will be circulating that response to SCI members for purposes of developing a consensus on the recommended approach for BC in this fact situation. At present we have no calls scheduled. If SCI members are not in agreement with the approach described in the draft response that staff is preparing, we will likely need to schedule a call to discuss in more detail than achieved to date on the list. In this regard, you may want to alert and brief the BC members of SCI as to this particular issue since, to my knowledge, neither one of the BC SCI appointees has commented in the discussion of this matter on the SCI list. Thank you, Anne <ATT00001.gif> Anne E. Aikman-Scalese, Of Counsel Lewis Roca Rothgerber LLP | One South Church Avenue Suite 700 | Tucson, Arizona 85701-1611 (T) 520.629.4428<tel:520.629.4428> | (F) 520.879.4725<tel:520.879.4725> AAikman@LRRLaw.com<mailto:AAikman@LRRLaw.com> | www.LRRLaw.com<http://www.lrrlaw.com/> From: martinsutton@hsbc.com<mailto:martinsutton@hsbc.com> [mailto:martinsutton@hsbc.com] Sent: Friday, March 06, 2015 9:17 AM To: Aikman-Scalese, Anne Subject: Re: Request to the SCI - Vote switching Dear Anne, As a follow-up, could you please let me know when the SCI is next due to meet/discuss the item raised below? I just want to manage expectations with the BC Charter group, so an indicative time would be helpful. Kind regards, Martin Martin C SUTTON Manager, Group Fraud Risk & Intelligence Global Security & Fraud Risk Level 8,1 Canada Square,Canary Wharf,London,E14 5AB,United Kingdom __________________________________________________________________ Phone +44 (0)207 991 8074<tel:%2B44%20%280%29207%20991%208074> Mobile +44 (0)777 4556680<tel:%2B44%20%280%29777%204556680> Email martinsutton@hsbc.com<mailto:martinsutton@hsbc.com> Website www.hsbc.com<http://www.hsbc.com/> __________________________________________________________________ Protect our environment - please only print this if you have to! From: Martin C SUTTON/HGHQ/HSBC To: "Anne Aikman-Scalese" <AAikman@LRRLaw.com<mailto:AAikman@LRRLaw.com>> Date: 26/02/2015 23:21 Subject: Re: Request to the SCI - Vote switching ________________________________ Thank you Anne, much appreciated. Martin Sutton Manager, Group Fraud Risk and Intelligence Ph: ++44 (0)20 7991 8074<tel:%2B%2B44%20%280%2920%207991%208074> Mob: ++44 (0)777 4556680<tel:%2B%2B44%20%280%29777%204556680> Sent from my BlackBerry ********************************* HSBC Holdings plc Registered Office: 1 Canada Square, London E14 5AB, United Kingdom Registered in England number 617987 ********************************* ________________________________ From: "Aikman-Scalese, Anne" [AAikman@lrrlaw.com<mailto:AAikman@lrrlaw.com>] Sent: 26/02/2015 20:31 GMT To: Martin C SUTTON Subject: RE: Request to the SCI - Vote switching Thanks Martin. I will bring this before SCI. Anne <ATT00002.gif> Anne E. Aikman-Scalese, Of Counsel Lewis Roca Rothgerber LLP | One South Church Avenue Suite 700 | Tucson, Arizona 85701-1611 (T) 520.629.4428<tel:520.629.4428> | (F) 520.879.4725<tel:520.879.4725> AAikman@LRRLaw.com<mailto:AAikman@LRRLaw.com> | www.LRRLaw.com<http://www.lrrlaw.com/> From: martinsutton@hsbc.com<mailto:martinsutton@hsbc.com> [mailto:martinsutton@hsbc.com] Sent: Thursday, February 26, 2015 12:30 PM To: Aikman-Scalese, Anne Subject: Request to the SCI - Vote switching Dear Anne, I am a member of the Business Constituency and currently working with the BC Charter Review team. During our recent discussions, we identified a potential issue that may affect GNSO Stakeholder Groups (SGs) and Constituencies (Cs) which may warrant the attention of the SCI, which I understand you currently chair. With the introduction of New gTLDs, an increasing number of organisations now meet the criteria of membership within multiple groups, even across the contracting and non-contracting parties divide. The point in question is in relation to the ability for a member of multiple SGs and Cs to regularly switch their voting rights between these groups in a tactical manner, so as to apply votes for elections/decisions where they may have concerns with lack of representation within a specific group, at a specific time. Whilst they may only vote in one of the SGs or Cs, there is no restriction as to when and how frequently they may switch their voting power between these groups. This could be too flexible and potentially allow the system to be exploited. I am pleased to say that there is no evidence that this is occurring but as new members continue to increase, it seems sensible to consider preventative measures be put in place to protect the GNSO for the future. As an example, a multi-member organisation could be obliged to commit holding it's voting rights within one group for a minimum term of 12 months before switching to another group. Of course, this would need to be uniform across all of the SGs and Cs, hence, we think it is appropriate to raise this issue with the SCI for consideration. I would be happy to discuss further and interested to know if you feel this would be appropriate and worthwhile for the SCI to assess. Kind regards, Martin Martin C SUTTON Manager, Group Fraud Risk & Intelligence Global Security & Fraud Risk Level 8,1 Canada Square,Canary Wharf,London,E14 5AB,United Kingdom __________________________________________________________________ Phone +44 (0)207 991 8074<tel:%2B44%20%280%29207%20991%208074> Mobile +44 (0)777 4556680<tel:%2B44%20%280%29777%204556680> Email martinsutton@hsbc.com<mailto:martinsutton@hsbc.com> Website www.hsbc.com<http://www.hsbc.com/> __________________________________________________________________ Protect our environment - please only print this if you have to! ________________________________ ----------------------------------------- SAVE PAPER - THINK BEFORE YOU PRINT! This E-mail is confidential. It may also be legally privileged. If you are not the addressee you may not copy, forward, disclose or use any part of it. If you have received this message in error, please delete it and all copies from your system and notify the sender immediately by return E-mail. Internet communications cannot be guaranteed to be timely secure, error or virus-free. The sender does not accept liability for any errors or omissions. ________________________________ This message and any attachments are intended only for the use of the individual or entity to which they are addressed. If the reader of this message or an attachment is not the intended recipient or the employee or agent responsible for delivering the message or attachment to the intended recipient you are hereby notified that any dissemination, distribution or copying of this message or any attachment is strictly prohibited. If you have received this communication in error, please notify us immediately by replying to the sender. The information transmitted in this message and any attachments may be privileged, is intended only for the personal and confidential use of the intended recipients, and is covered by the Electronic Communications Privacy Act, 18 U.S.C. §2510-2521. ************************************************************ HSBC Holdings plc Registered Office: 8 Canada Square, London E14 5HQ, United Kingdom Registered in England number 617987 ************************************************************ ________________________________ ----------------------------------------- SAVE PAPER - THINK BEFORE YOU PRINT! This E-mail is confidential. It may also be legally privileged. If you are not the addressee you may not copy, forward, disclose or use any part of it. If you have received this message in error, please delete it and all copies from your system and notify the sender immediately by return E-mail. Internet communications cannot be guaranteed to be timely secure, error or virus-free. The sender does not accept liability for any errors or omissions. ________________________________ This message and any attachments are intended only for the use of the individual or entity to which they are addressed. If the reader of this message or an attachment is not the intended recipient or the employee or agent responsible for delivering the message or attachment to the intended recipient you are hereby notified that any dissemination, distribution or copying of this message or any attachment is strictly prohibited. If you have received this communication in error, please notify us immediately by replying to the sender. The information transmitted in this message and any attachments may be privileged, is intended only for the personal and confidential use of the intended recipients, and is covered by the Electronic Communications Privacy Act, 18 U.S.C. §2510-2521. ************************************************************ HSBC Holdings plc Registered Office: 8 Canada Square, London E14 5HQ, United Kingdom Registered in England number 617987 ************************************************************ ________________________________ ----------------------------------------- SAVE PAPER - THINK BEFORE YOU PRINT! This E-mail is confidential. It may also be legally privileged. If you are not the addressee you may not copy, forward, disclose or use any part of it. If you have received this message in error, please delete it and all copies from your system and notify the sender immediately by return E-mail. Internet communications cannot be guaranteed to be timely secure, error or virus-free. The sender does not accept liability for any errors or omissions. <ATT00001.gif><ATT00002.gif> ________________________________ This message and any attachments are intended only for the use of the individual or entity to which they are addressed. If the reader of this message or an attachment is not the intended recipient or the employee or agent responsible for delivering the message or attachment to the intended recipient you are hereby notified that any dissemination, distribution or copying of this message or any attachment is strictly prohibited. If you have received this communication in error, please notify us immediately by replying to the sender. The information transmitted in this message and any attachments may be privileged, is intended only for the personal and confidential use of the intended recipients, and is covered by the Electronic Communications Privacy Act, 18 U.S.C. §2510-2521. ________________________________ This message and any attachments are intended only for the use of the individual or entity to which they are addressed. If the reader of this message or an attachment is not the intended recipient or the employee or agent responsible for delivering the message or attachment to the intended recipient you are hereby notified that any dissemination, distribution or copying of this message or any attachment is strictly prohibited. If you have received this communication in error, please notify us immediately by replying to the sender. The information transmitted in this message and any attachments may be privileged, is intended only for the personal and confidential use of the intended recipients, and is covered by the Electronic Communications Privacy Act, 18 U.S.C. §2510-2521. ________________________________ This message and any attachments are intended only for the use of the individual or entity to which they are addressed. If the reader of this message or an attachment is not the intended recipient or the employee or agent responsible for delivering the message or attachment to the intended recipient you are hereby notified that any dissemination, distribution or copying of this message or any attachment is strictly prohibited. If you have received this communication in error, please notify us immediately by replying to the sender. The information transmitted in this message and any attachments may be privileged, is intended only for the personal and confidential use of the intended recipients, and is covered by the Electronic Communications Privacy Act, 18 U.S.C. §2510-2521.

Will do Angie, sending now. Anne [cid:image001.gif@01D066ED.8AEC5210] Anne E. Aikman-Scalese, Of Counsel Lewis Roca Rothgerber LLP | One South Church Avenue Suite 700 | Tucson, Arizona 85701-1611 (T) 520.629.4428 | (F) 520.879.4725 AAikman@LRRLaw.com<mailto:AAikman@LRRLaw.com> | www.LRRLaw.com<http://www.lrrlaw.com/> From: angie12345@gmail.com [mailto:angie12345@gmail.com] On Behalf Of Angie Graves Sent: Tuesday, March 24, 2015 2:42 PM To: Aikman-Scalese, Anne Cc: Angie Graves; Mary Wong; <gnso-improvem-impl-sc@icann.org>; Ron Andruff Subject: Re: [gnso-improvem-impl-sc] Re: Request to the SCI - Vote switching Thank you, Anne. You are welcome to copy me on the message to Martin, if you are able, and I will follow-up with him shortly thereafter. Otherwise, I will follow-up with him tomorrow regardless. Angie On Tue, Mar 24, 2015 at 5:24 PM, Aikman-Scalese, Anne <AAikman@lrrlaw.com<mailto:AAikman@lrrlaw.com>> wrote: Seeing no comments on my draft to Martin sent to the list March 18, I will forward. Thank you, Anne [cid:image001.gif@01D066ED.8AEC5210] Anne E. Aikman-Scalese, Of Counsel Lewis Roca Rothgerber LLP | One South Church Avenue Suite 700 | Tucson, Arizona 85701-1611 (T) 520.629.4428<tel:520.629.4428> | (F) 520.879.4725<tel:520.879.4725> AAikman@LRRLaw.com<mailto:AAikman@LRRLaw.com> | www.LRRLaw.com<http://www.lrrlaw.com/> From: owner-gnso-improvem-impl-sc@icann.org<mailto:owner-gnso-improvem-impl-sc@icann.org> [mailto:owner-gnso-improvem-impl-sc@icann.org<mailto:owner-gnso-improvem-impl-sc@icann.org>] On Behalf Of Aikman-Scalese, Anne Sent: Wednesday, March 18, 2015 11:33 AM To: 'Angie Graves' Cc: Mary Wong; <gnso-improvem-impl-sc@icann.org<mailto:gnso-improvem-impl-sc@icann.org>>; Ron Andruff Subject: RE: [gnso-improvem-impl-sc] Re: Request to the SCI - Vote switching Thanks Angie, for volunteering to address this informally with Martin. I will simply let him know your are going to follow up as the SCI rep from the BC. I do wonder, however, whether we should be providing a somewhat formal response to the effect that the SCI can only consider questions raised by Council or a group chartered by Council. This would provide a consistent record of responding correctly from a procedural standpoint. I also think we should note this issue in relation to our “periodic review” responsibilities in relation to the GNSO Operating Procedures generally and make sure we take stock of the status of the issue at that time. I therefore propose to respond to Martin using a modified version of one of Mary’s previously drafted paragraphs (shown in black below) as follows: Martin, Thank you for your communication of February 26 raising the issue of potential “vote switching” among constituencies. Although the BC Charter team presents an interesting issue, the question is not properly before the SCI at this time since (1) we did not receive the question from the GNSO Council or a group chartered by the GNSO Council and (2) we have not yet formulated or presented to Council a plan for periodic review of the Operating Procedures which might involve review of issues related to 6.1.2(j) and 6.2.6(d) of these Procedures, both of which address the rule that "No legal or natural person should be a voting member of more than one Group." Angie Graves is the primary BC representative to the SCI and has volunteered to discuss this topic with you informally so that it can be explored further within the BC. Although the SCI is unable to take up consideration of the issue raised by the BC at this time, we recognize the potential problem that this could cause. Since the question arose during the BC's discussion of a revision of its Charter, it may be helpful for the BC - as part of its internal deliberations and process - to determine whether to seek external input and suggestions for mitigation of this potential problem. For instance, BC leadership could reach out to other SG/C leaders to see if a common GNSO position can be developed around the issue. While we do not ourselves know if other SG/Cs are going to be reviewing their charters at this time, we note that each SG/C charter is supposed to specify its own process for charter amendment. We hope the above is helpful to the BC’s Charter team deliberations. Thank you, Anne [cid:image001.gif@01D066ED.8AEC5210] Anne E. Aikman-Scalese, Of Counsel Lewis Roca Rothgerber LLP | One South Church Avenue Suite 700 | Tucson, Arizona 85701-1611 (T) 520.629.4428<tel:520.629.4428> | (F) 520.879.4725<tel:520.879.4725> AAikman@LRRLaw.com<mailto:AAikman@LRRLaw.com> | www.LRRLaw.com<http://www.lrrlaw.com/> From: angie12345@gmail.com<mailto:angie12345@gmail.com> [mailto:angie12345@gmail.com] On Behalf Of Angie Graves Sent: Monday, March 16, 2015 5:13 PM To: Aikman-Scalese, Anne Cc: Mary Wong; <gnso-improvem-impl-sc@icann.org<mailto:gnso-improvem-impl-sc@icann.org>>; Ron Andruff Subject: Re: [gnso-improvem-impl-sc] Re: Request to the SCI - Vote switching Dear all, If 6.1.2(j) is mentioned in the response to Martin, the mention should be in the context of acknowledgement that 6.1.2(j) is the source of the loophole that Martin discovered. Also, as refresher, here is an excerpt from Martin's email to the SCI: "The point in question is in relation to the ability for a member of multiple SGs and Cs to regularly switch their voting rights between these groups in a tactical manner, so as to apply votes for elections/decisions where they may have concerns with lack of representation within a specific group, at a specific time. Whilst they may only vote in one of the SGs or Cs, there is no restriction as to when and how frequently they may switch their voting power between these groups. This could be too flexible and potentially allow the system to be exploited." Regarding raising this to the GNSO Council, mention of 6.1.2(j) by the SCI should be accompanied by mention of 6.2.6(d), as they are composed of identical language: "No legal or natural person should be a voting member of more than one Group." Regards, Angie On Mon, Mar 16, 2015 at 7:47 PM, Aikman-Scalese, Anne <AAikman@lrrlaw.com<mailto:AAikman@lrrlaw.com>> wrote: Mary, Our response to Martin should definitely include a reference to GNSO Operating Procedure 6.1.2(j) and Martin can take this up with the BC. We should not omit a relevant GNSO Operating Procedure when responding to this question. Thank you, Anne [cid:image001.gif@01D066ED.8AEC5210] Anne E. Aikman-Scalese, Of Counsel Lewis Roca Rothgerber LLP | One South Church Avenue Suite 700 | Tucson, Arizona 85701-1611 (T) 520.629.4428<tel:520.629.4428> | (F) 520.879.4725<tel:520.879.4725> AAikman@LRRLaw.com<mailto:AAikman@LRRLaw.com> | www.LRRLaw.com<http://www.lrrlaw.com/> From: owner-gnso-improvem-impl-sc@icann.org<mailto:owner-gnso-improvem-impl-sc@icann.org> [mailto:owner-gnso-improvem-impl-sc@icann.org<mailto:owner-gnso-improvem-impl-sc@icann.org>] On Behalf Of Mary Wong Sent: Monday, March 16, 2015 4:26 PM Cc: <gnso-improvem-impl-sc@icann.org<mailto:gnso-improvem-impl-sc@icann.org>>; Ron Andruff Subject: Re: [gnso-improvem-impl-sc] Re: Request to the SCI - Vote switching Thanks for the detailed feedback, Greg. I will amend the note to reflect your suggestions, including to take up the matter with the Council directly rather than with individual SG/Cs. On the question of whether the BC’s question raises the broader question of the effectiveness of Section 6.1.2(j), this may be something the SCI can include in its review plan should the Council choose not to refer the topic to the SCI at this time. As such, while we may not include it in the note to the BC, the SCI can certainly add it to its list of potential topics for further/future review at the appropriate time. Thanks and cheers Mary Mary Wong Senior Policy Director Internet Corporation for Assigned Names & Numbers (ICANN) Telephone: +1 603 574 4892<tel:%2B1%20603%20574%204892> Email: mary.wong@icann.org<mailto:mary.wong@icann.org> From: Greg Shatan <gregshatanipc@gmail.com<mailto:gregshatanipc@gmail.com>> Date: Monday, March 16, 2015 at 17:07 To: Mary Wong <mary.wong@icann.org<mailto:mary.wong@icann.org>> Cc: "<gnso-improvem-impl-sc@icann.org<mailto:gnso-improvem-impl-sc@icann.org>>" <gnso-improvem-impl-sc@icann.org<mailto:gnso-improvem-impl-sc@icann.org>>, Ron Andruff <randruff@rnapartners.com<mailto:randruff@rnapartners.com>> Subject: Re: [gnso-improvem-impl-sc] Re: Request to the SCI - Vote switching I am not entirely in agreement with the note or its underlying premises. I do agree that this is not an SCI issue in the sense that we cannot generate our own issues, and that our issues can only come from the Council or from a "group chartered by the Council." The Business Constituency is neither, since it is chartered by ICANN. However,I believe this is an issue relating to the effectiveness and functioning of the GNSO Operating Procedures, and specifically, Section 6.1.2(j), which states that"No legal or natural person should be a voting member of more than one Group." The BC is questioning whether this Section of the GNSO Operating Procedures is effective as currently drafted, given the increasing number of stakeholders eligible to join multiple SGs. The GNSO Operating Procedures are maintained by the GNSO Council. Therefore, this seems to me to be an issue that is within the remit of the Council and which the Council could the refer to the SCI after appropriate deliberations. I think it goes too far to say that this is outside the Council's purview because each SG/C is responsible for its own charter. As you acknowledge later on in the note, the Charters are subject to a number of principles in the GNSO Operating Procedures. To the extent that this relates to one of those principles (and it does) this is appropriate for the Council to take up. Furthermore, the Council, which meets regularly, would seem to be a better forum for shepherding this issue, as opposed to the leaderships of the SG/C's, which do not meet regularly. If the leaderships did meet and decide that a common rule for all GNSO SG/C needed to be adopted to guard against vote-switching, the natural method for creating and adopting such a rule would be for the GNSO Council (and by extension, the SCI) to amend GNSO Operating Procedures Section 6.1.2(j). Sending this issue through the SG/C leaderships would just delay consideration. It seems to me that, at the very least, we should include in this letter (or email) as one of the suggestions that the BC bring this up before the Council. We should also not simply say we are unable to take up the issue. We should say that we are unable to take up the issue unless it is referred to us by the Council. I am also not particularly enthusiastic about suggesting that the BC consult with other SG/C's on a piecemeal basis. This is the kind of problem that cries out for a GNSO-wide solution, so that there are consistent rules and results, and we don't have certain SG/C's that are friendly to "vote-switchers" and others that are not. In any event, I don't think this should be premised in any way on whether other SG/C's are undergoing a charter review. This issue is timely because this is an increasingly realistic problem, not because an SG/C is revising its charter. Overall, I just think this should be more neutral in terms of the options, and include the Council (and a review of 6.1.2(j)) as one of those options. If the BC chooses to consult with leaderships, that should be fine. If the BC chooses to take that route, that should be fine, too. Greg On Mon, Mar 16, 2015 at 4:11 PM, Mary Wong <mary.wong@icann.org<mailto:mary.wong@icann.org>> wrote: Hello everyone, Since we have received no objections from anyone, and both Amr and Angie agreed that the SCI should proceed with a reply to Martin Sutton as sketched out by Angie and me, we have drafted the following email that Anne as SCI chair can send if it meets the purpose. Since we thought it would make sense to keep the note brief, we thought that sending it in the form of an email rather than as a separate letter would work too. On Amr’s question about SG/C charter revisions, our understanding is that each SG/C – in the current GNSO structure – is obliged to include procedures for amending their charters therein. However, under the previous structure, and more specifically in the transitional period to the current structure with four new SGs largely supplanting the old Constituency structure, each SG Charter had to be submitted to and approved by the ICANN Board. This took place between July 2009 and June 2011. Similarly, each existing Constituency had to be renewed and reconfirmed by the Board – this took place in early 2009. Our suggested draft text for a reply to Martin follows below. Dear Martin, Thank you for reaching out to me and the GNSO’s Standing Committee on Improvements Implementation (SCI) on 26 February 2015. The SCI has discussed the question that the Business Constituency (BC) raised concerning the possibility of vote-switching across different GNSO groups, and while we agree that this situation is not currently addressed by the GNSO’s rules or procedures, we have also concluded that this specific issue lies outside the remit of the SCI. The SCI was chartered by the GNSO Council to review and assess the effectiveness and functioning of the GNSO Operating Procedures and Working Group Guidelines. As such, questions relating to Stakeholder Group/Constituency (SG/C) operations are beyond the scope of our charter, for the simple reason that the ICANN’s bottom-up community structure is based on each SG/C defining its own governance rules. The drafting, scoping, adoption, review and amendment of each group’s charter is therefore a matter for that group’s internal deliberations and decision, with a light oversight exercised by the ICANN Board which (under the current Bylaws) retains the discretion to prescribe periodic reviews of each group’s charter (see Article X, Section 5.3 of the ICANN Bylaws). Although the SCI is unable to take up consideration of the issue raised by the BC, we recognize the potential problem that this could cause were it to happen and would therefore like to offer a few options for your and the BC’s consideration. As the question arose during the BC's discussion of a revision of its Charter, it may be helpful for the BC - as part of its internal deliberations and process - to determine whether to seek external input and also how suggestions for mitigation received can assist in its decision as to the best way to proceed. For instance, BC leadership could reach out to other SG/C leaders to see if a common GNSO position can be developed around the issue. While we do not ourselves know if other SG/Cs are going to be reviewing their charters at this time, we note that each SG/C charter is supposed to specify the process for charter amendment. It may therefore turn out to be timely for the BC to raise this issue within the broader GNSO community. In this regard, it may be helpful to note that the GNSO Operating Procedures prescribe that SG/C rules be based on common general principles that ensure representativeness, openness, transparency and accountability. Specifically, while groups are not required to maintain identical rules, their participation principles should be objective, standardized and clear (see Section 6.1.1 and generally Section 6 of the GNSO Operating Procedures). In line therefore with the concept of community–based bottom–up governance, if a substantial part of the GNSO community were to agree on a need to solve the potential voting problem, this could result in the development of a GNSO norm or principle that could, if appropriate, be added to the GNSO Operating Procedures. Additionally, given the ongoing structural review of the GNSO, the BC may also wish to consider bringing up the issue with the GNSO Working Party that is coordinating this effort on the community’s behalf, perhaps through the BC representatives on the group. We understand also that the initial report of the independent examiner will be published for public comment in mid-2015, so there will be additional opportunities for public comments that can include suggestions for further structural improvements to the GNSO as well. I hope that these suggestions from the SCI will be useful to the BC. Should you or the BC have any additional questions concerning the functioning of the GNSO Operating Procedures and Working Group Guidelines, please do not hesitate to contact me. The SCI will be pleased to support the community’s efforts to better understand and improve these rules and processes. With best regards, Anne Aikman-Scalese 2015 Chair, SCI From: Amr Elsadr <aelsadr@egyptig.org<mailto:aelsadr@egyptig.org>> Date: Tuesday, March 10, 2015 at 06:43 To: Mary Wong <mary.wong@icann.org<mailto:mary.wong@icann.org>> Cc: "<gnso-improvem-impl-sc@icann.org<mailto:gnso-improvem-impl-sc@icann.org>>" <gnso-improvem-impl-sc@icann.org<mailto:gnso-improvem-impl-sc@icann.org>>, Ron Andruff <randruff@rnapartners.com<mailto:randruff@rnapartners.com>> Subject: Re: [gnso-improvem-impl-sc] Re: Request to the SCI - Vote switching Hi, I haven’t commented on this thread, mainly because I thought the discussion was headed in an agreeable direction. I think Martin has raised an interesting point, and hope this issue doesn’t become a problem in the near or distant future. However, as noted by others, I don’t see this as an SCI issue. Since this isn’t a policy issue, I honestly don’t see this as something necessarily being within the scope of the GNSO Council either. Having said that, I don’t think it would be harmful for the council to discuss the issue. Ideally, this would have been picked up during the GNSO review, but should be individually tackled by the GNSO’s SGs/Cs. Isn’t the Board SIC involved in the process of SG/C charter revisions as well? I tried searching for a process description, but couldn’t find one. May be helpful to reference that in any response we send Martin, if that is indeed the case. I seem to remember them being involved in the NCSG charter revision. Thanks. Amr On Mar 9, 2015, at 9:11 PM, Mary Wong <mary.wong@icann.org<mailto:mary.wong@icann.org>> wrote: Dear Angie and everyone, Thanks very much for the thoughtful comments – I think we are both saying very similar things! Essentially, the BC (like all other GNSO SG/Cs) defines its own charter and scope, which is one reason why (as well as more general reasons having to do with the fundamental community consensus-based bottom-up ICANN structure) staff suggested that this is an issue best determined by the BC itself. This can include all the considerations mentioned by Angie, and the BC may also decide it wishes to discuss the question with other GNSO SG/Cs. As we also noted, to the extent that a substantial or discrete part the GNSO community then believes a more uniform or coherent approach is needed, either the BC or another GNSO SG/C can bring it up as part of the ongoing GNSO Review - a point that was noted by Avri as something that can be done through each SG/C’s representatives on the GNSO Working Party, including the BC's. Anne has requested that staff draft a response to Martin and the BC, which we propose to do along these lines. Although we do not think this is necessarily the type of matter that the SCI Charter was intended to cover, nonetheless it may be helpful to see if this is a shared SCI view. Please reply therefore if you have an objection to the proposed approach. If none is received by 23:59 UTC on Wednesday 11 March, we will proceed as noted herein. Thanks and cheers Mary Mary Wong Senior Policy Director Internet Corporation for Assigned Names & Numbers (ICANN) Telephone: +1 603 574 4892<tel:%2B1%20603%20574%204892> Email: mary.wong@icann.org<mailto:mary.wong@icann.org> From: Angie Graves <angie@webgroup.com<mailto:angie@webgroup.com>> Date: Monday, March 9, 2015 at 11:52 To: Anne <AAikman@lrrlaw.com<mailto:AAikman@lrrlaw.com>>, Mary Wong <mary.wong@icann.org<mailto:mary.wong@icann.org>>, "<gnso-improvem-impl-sc@icann.org<mailto:gnso-improvem-impl-sc@icann.org>>" <gnso-improvem-impl-sc@icann.org<mailto:gnso-improvem-impl-sc@icann.org>> Cc: Julie Hedlund <julie.hedlund@icann.org<mailto:julie.hedlund@icann.org>>, Ron Andruff <randruff@rnapartners.com<mailto:randruff@rnapartners.com>> Subject: Fwd: Request to the SCI - Vote switching Dear Anne, Mary and SCI, I am writing to share my thoughts with the SCI as a member of both the BC and the SCI. If any of my thoughts expressed below conflict with Mary Wong's pending response, I defer to her. I am inclined to think that I am speaking for more than just myself when I say that the SCI recognizes, too, the importance of this issue Martin has raised, and that we would like to be able to provide answers and resolution to the potential for abuse of voting rights. Unfortunately, the SCI's charter directs us to consider GNSO Council processes and procedures and Working Group guidelines that have been identified either by the GNSO Council or a group chartered by the GNSO Council as needing discussion (e.g. a WG). As the Business Constituency is one of the Constituencies within the Commercial Stakeholder Group (CSG) referred to in Article X.5 of the ICANN bylaws, and as the BC's charter review is not at the request of the GNSO Council, Martin's request lies outside of the SCI's scope. I am available to talk about this issue with Martin and/or with the BC Charter Review Drafting Team, and maybe determine together the optimal way forward. My suggestion is for the SCI to recommend that Martin raise this issue first inside the BC following the Drafting Team's completion of its first order of business--the charter review. In seeking BC consensus on the issue, requests for outside review will be thoroughly considered by the constituency, ideas for mitigation will be collected, and the best path forward with the issue will be determined and agreed upon by the BC membership. Thoughts? Thank you, Angie ---------- Forwarded message ---------- From: <martinsutton@hsbc.com<mailto:martinsutton@hsbc.com>> Date: Mon, Mar 9, 2015 at 5:26 AM Subject: RE: Request to the SCI - Vote switching To: "Aikman-Scalese, Anne" <AAikman@lrrlaw.com<mailto:AAikman@lrrlaw.com>> Cc: Angie Graves <angie@webgroup.com<mailto:angie@webgroup.com>>, "<gnso-improvem-impl-sc@icann.org<mailto:gnso-improvem-impl-sc@icann.org>>" <gnso-improvem-impl-sc@icann.org<mailto:gnso-improvem-impl-sc@icann.org>>, Julie Hedlund <julie.hedlund@icann.org<mailto:julie.hedlund@icann.org>>, Mary Wong <mary.wong@icann.org<mailto:mary.wong@icann.org>>, Ron Andruff <randruff@rnapartners.com<mailto:randruff@rnapartners.com>> Dear Anne, Thank you for your helpful response and suggestion - all noted. Kind regards, Martin Martin C SUTTON Manager, Group Fraud Risk & Intelligence Global Security & Fraud Risk Level 8,1 Canada Square,Canary Wharf,London,E14 5AB,United Kingdom __________________________________________________________________ Phone +44 (0)207 991 8074<tel:%2B44%20%280%29207%20991%208074> Mobile +44 (0)777 4556680<tel:%2B44%20%280%29777%204556680> Email martinsutton@hsbc.com<mailto:martinsutton@hsbc.com> Website www.hsbc.com<http://www.hsbc.com/> __________________________________________________________________ Protect our environment - please only print this if you have to! From: "Aikman-Scalese, Anne" <AAikman@lrrlaw.com<mailto:AAikman@lrrlaw.com>> To: Martin C SUTTON/HGHQ/HSBC@HSBC Cc: 'Mary Wong' <mary.wong@icann.org<mailto:mary.wong@icann.org>>, Julie Hedlund <julie.hedlund@icann.org<mailto:julie.hedlund@icann.org>>, "<gnso-improvem-impl-sc@icann.org<mailto:gnso-improvem-impl-sc@icann.org>>" <gnso-improvem-impl-sc@icann.org<mailto:gnso-improvem-impl-sc@icann.org>>, 'Ron Andruff' <randruff@rnapartners.com<mailto:randruff@rnapartners.com>>, 'Angie Graves' <angie@webgroup.com<mailto:angie@webgroup.com>> Date: 07/03/2015 22:20 Subject: RE: Request to the SCI - Vote switching ________________________________ Martin, Although SCI has not met, there has been some discussion on the list regarding your request on behalf of the BC Charter subteam. Staff (Mary Wong) is drafting a response to your request for SCI and will be circulating that response to SCI members for purposes of developing a consensus on the recommended approach for BC in this fact situation. At present we have no calls scheduled. If SCI members are not in agreement with the approach described in the draft response that staff is preparing, we will likely need to schedule a call to discuss in more detail than achieved to date on the list. In this regard, you may want to alert and brief the BC members of SCI as to this particular issue since, to my knowledge, neither one of the BC SCI appointees has commented in the discussion of this matter on the SCI list. Thank you, Anne <ATT00001.gif> Anne E. Aikman-Scalese, Of Counsel Lewis Roca Rothgerber LLP | One South Church Avenue Suite 700 | Tucson, Arizona 85701-1611 (T) 520.629.4428<tel:520.629.4428> | (F) 520.879.4725<tel:520.879.4725> AAikman@LRRLaw.com<mailto:AAikman@LRRLaw.com> | www.LRRLaw.com<http://www.lrrlaw.com/> From: martinsutton@hsbc.com<mailto:martinsutton@hsbc.com> [mailto:martinsutton@hsbc.com] Sent: Friday, March 06, 2015 9:17 AM To: Aikman-Scalese, Anne Subject: Re: Request to the SCI - Vote switching Dear Anne, As a follow-up, could you please let me know when the SCI is next due to meet/discuss the item raised below? I just want to manage expectations with the BC Charter group, so an indicative time would be helpful. Kind regards, Martin Martin C SUTTON Manager, Group Fraud Risk & Intelligence Global Security & Fraud Risk Level 8,1 Canada Square,Canary Wharf,London,E14 5AB,United Kingdom __________________________________________________________________ Phone +44 (0)207 991 8074<tel:%2B44%20%280%29207%20991%208074> Mobile +44 (0)777 4556680<tel:%2B44%20%280%29777%204556680> Email martinsutton@hsbc.com<mailto:martinsutton@hsbc.com> Website www.hsbc.com<http://www.hsbc.com/> __________________________________________________________________ Protect our environment - please only print this if you have to! From: Martin C SUTTON/HGHQ/HSBC To: "Anne Aikman-Scalese" <AAikman@LRRLaw.com<mailto:AAikman@LRRLaw.com>> Date: 26/02/2015 23:21 Subject: Re: Request to the SCI - Vote switching ________________________________ Thank you Anne, much appreciated. Martin Sutton Manager, Group Fraud Risk and Intelligence Ph: ++44 (0)20 7991 8074<tel:%2B%2B44%20%280%2920%207991%208074> Mob: ++44 (0)777 4556680<tel:%2B%2B44%20%280%29777%204556680> Sent from my BlackBerry ********************************* HSBC Holdings plc Registered Office: 1 Canada Square, London E14 5AB, United Kingdom Registered in England number 617987 ********************************* ________________________________ From: "Aikman-Scalese, Anne" [AAikman@lrrlaw.com<mailto:AAikman@lrrlaw.com>] Sent: 26/02/2015 20:31 GMT To: Martin C SUTTON Subject: RE: Request to the SCI - Vote switching Thanks Martin. I will bring this before SCI. Anne <ATT00002.gif> Anne E. Aikman-Scalese, Of Counsel Lewis Roca Rothgerber LLP | One South Church Avenue Suite 700 | Tucson, Arizona 85701-1611 (T) 520.629.4428<tel:520.629.4428> | (F) 520.879.4725<tel:520.879.4725> AAikman@LRRLaw.com<mailto:AAikman@LRRLaw.com> | www.LRRLaw.com<http://www.lrrlaw.com/> From: martinsutton@hsbc.com<mailto:martinsutton@hsbc.com> [mailto:martinsutton@hsbc.com] Sent: Thursday, February 26, 2015 12:30 PM To: Aikman-Scalese, Anne Subject: Request to the SCI - Vote switching Dear Anne, I am a member of the Business Constituency and currently working with the BC Charter Review team. During our recent discussions, we identified a potential issue that may affect GNSO Stakeholder Groups (SGs) and Constituencies (Cs) which may warrant the attention of the SCI, which I understand you currently chair. With the introduction of New gTLDs, an increasing number of organisations now meet the criteria of membership within multiple groups, even across the contracting and non-contracting parties divide. The point in question is in relation to the ability for a member of multiple SGs and Cs to regularly switch their voting rights between these groups in a tactical manner, so as to apply votes for elections/decisions where they may have concerns with lack of representation within a specific group, at a specific time. Whilst they may only vote in one of the SGs or Cs, there is no restriction as to when and how frequently they may switch their voting power between these groups. This could be too flexible and potentially allow the system to be exploited. I am pleased to say that there is no evidence that this is occurring but as new members continue to increase, it seems sensible to consider preventative measures be put in place to protect the GNSO for the future. As an example, a multi-member organisation could be obliged to commit holding it's voting rights within one group for a minimum term of 12 months before switching to another group. Of course, this would need to be uniform across all of the SGs and Cs, hence, we think it is appropriate to raise this issue with the SCI for consideration. I would be happy to discuss further and interested to know if you feel this would be appropriate and worthwhile for the SCI to assess. Kind regards, Martin Martin C SUTTON Manager, Group Fraud Risk & Intelligence Global Security & Fraud Risk Level 8,1 Canada Square,Canary Wharf,London,E14 5AB,United Kingdom __________________________________________________________________ Phone +44 (0)207 991 8074<tel:%2B44%20%280%29207%20991%208074> Mobile +44 (0)777 4556680<tel:%2B44%20%280%29777%204556680> Email martinsutton@hsbc.com<mailto:martinsutton@hsbc.com> Website www.hsbc.com<http://www.hsbc.com/> __________________________________________________________________ Protect our environment - please only print this if you have to! ________________________________ ----------------------------------------- SAVE PAPER - THINK BEFORE YOU PRINT! This E-mail is confidential. It may also be legally privileged. If you are not the addressee you may not copy, forward, disclose or use any part of it. If you have received this message in error, please delete it and all copies from your system and notify the sender immediately by return E-mail. Internet communications cannot be guaranteed to be timely secure, error or virus-free. The sender does not accept liability for any errors or omissions. ________________________________ This message and any attachments are intended only for the use of the individual or entity to which they are addressed. If the reader of this message or an attachment is not the intended recipient or the employee or agent responsible for delivering the message or attachment to the intended recipient you are hereby notified that any dissemination, distribution or copying of this message or any attachment is strictly prohibited. If you have received this communication in error, please notify us immediately by replying to the sender. The information transmitted in this message and any attachments may be privileged, is intended only for the personal and confidential use of the intended recipients, and is covered by the Electronic Communications Privacy Act, 18 U.S.C. §2510-2521. ************************************************************ HSBC Holdings plc Registered Office: 8 Canada Square, London E14 5HQ, United Kingdom Registered in England number 617987 ************************************************************ ________________________________ ----------------------------------------- SAVE PAPER - THINK BEFORE YOU PRINT! This E-mail is confidential. It may also be legally privileged. If you are not the addressee you may not copy, forward, disclose or use any part of it. If you have received this message in error, please delete it and all copies from your system and notify the sender immediately by return E-mail. Internet communications cannot be guaranteed to be timely secure, error or virus-free. The sender does not accept liability for any errors or omissions. ________________________________ This message and any attachments are intended only for the use of the individual or entity to which they are addressed. If the reader of this message or an attachment is not the intended recipient or the employee or agent responsible for delivering the message or attachment to the intended recipient you are hereby notified that any dissemination, distribution or copying of this message or any attachment is strictly prohibited. If you have received this communication in error, please notify us immediately by replying to the sender. The information transmitted in this message and any attachments may be privileged, is intended only for the personal and confidential use of the intended recipients, and is covered by the Electronic Communications Privacy Act, 18 U.S.C. §2510-2521. ************************************************************ HSBC Holdings plc Registered Office: 8 Canada Square, London E14 5HQ, United Kingdom Registered in England number 617987 ************************************************************ ________________________________ ----------------------------------------- SAVE PAPER - THINK BEFORE YOU PRINT! This E-mail is confidential. It may also be legally privileged. If you are not the addressee you may not copy, forward, disclose or use any part of it. If you have received this message in error, please delete it and all copies from your system and notify the sender immediately by return E-mail. Internet communications cannot be guaranteed to be timely secure, error or virus-free. The sender does not accept liability for any errors or omissions. <ATT00001.gif><ATT00002.gif> ________________________________ This message and any attachments are intended only for the use of the individual or entity to which they are addressed. If the reader of this message or an attachment is not the intended recipient or the employee or agent responsible for delivering the message or attachment to the intended recipient you are hereby notified that any dissemination, distribution or copying of this message or any attachment is strictly prohibited. If you have received this communication in error, please notify us immediately by replying to the sender. The information transmitted in this message and any attachments may be privileged, is intended only for the personal and confidential use of the intended recipients, and is covered by the Electronic Communications Privacy Act, 18 U.S.C. §2510-2521. ________________________________ This message and any attachments are intended only for the use of the individual or entity to which they are addressed. If the reader of this message or an attachment is not the intended recipient or the employee or agent responsible for delivering the message or attachment to the intended recipient you are hereby notified that any dissemination, distribution or copying of this message or any attachment is strictly prohibited. If you have received this communication in error, please notify us immediately by replying to the sender. The information transmitted in this message and any attachments may be privileged, is intended only for the personal and confidential use of the intended recipients, and is covered by the Electronic Communications Privacy Act, 18 U.S.C. §2510-2521. ________________________________ This message and any attachments are intended only for the use of the individual or entity to which they are addressed. If the reader of this message or an attachment is not the intended recipient or the employee or agent responsible for delivering the message or attachment to the intended recipient you are hereby notified that any dissemination, distribution or copying of this message or any attachment is strictly prohibited. If you have received this communication in error, please notify us immediately by replying to the sender. The information transmitted in this message and any attachments may be privileged, is intended only for the personal and confidential use of the intended recipients, and is covered by the Electronic Communications Privacy Act, 18 U.S.C. §2510-2521. ________________________________ This message and any attachments are intended only for the use of the individual or entity to which they are addressed. If the reader of this message or an attachment is not the intended recipient or the employee or agent responsible for delivering the message or attachment to the intended recipient you are hereby notified that any dissemination, distribution or copying of this message or any attachment is strictly prohibited. If you have received this communication in error, please notify us immediately by replying to the sender. The information transmitted in this message and any attachments may be privileged, is intended only for the personal and confidential use of the intended recipients, and is covered by the Electronic Communications Privacy Act, 18 U.S.C. §2510-2521.