I have a couple of overarching problems with this document.

First, while I am not a corporate governance guru, I think it is fundamentally incorrect to talk about this in terms of "Delegation of Authority."  Delegation specifically applies to an entity (the delegor) that has authority delegating that authority to another entity (the delegee).  The authority always ultimately resides with the delegor.  In the context of this document, this implies that all authority originally and ultimately resides with the Board, and that the CEO is, in the end, a mere delegee.

Second, the document seems too narrow with regard to the CEO's on strategy.  CEOs typically have significant roles in developing strategy as well as implementing it (this is often cited as a distinction between being a "CEO" and being a "President").  For example, see the bullet point that says:

CEO oversees day-to-day operations, while the Board exercises oversight over the CEO, and is responsible for the identification of the strategic direction that the operations will serve.

Both of these issues are consistent with an ongoing concern I have, which is that the Board seems far more active than most corporate (including non-profit corporate) boards in managing the organization.  If the Board sees itself as the seat of all authority, and as retaining all authority for strategy, that draws the line between Board and Organization in a fairly unusual place, in my view.  It might be one that the Community wants, since the Board can be seen as more closely aligned with the Community, but this should not go without notice -- as a general matter and with regard to these two specific points.

Greg

Greg Shatan
C: 917-816-6428
S: gsshatan
Phone-to-Skype: 646-845-9428
gregshatanipc@gmail.com


On Tue, Apr 11, 2017 at 2:04 AM, Jordan Carter <jordan@internetnz.net.nz> wrote:
Dear all

At our last call, we agreed to solicit your thoughts on the delegation guidelines between the ICANN Board and staff, to help with two tasks:

- see if they work as part of our "Document A" work
- see if we identify any gaps to suggest to ICANN that need filling

As discussed on the call, these are part of evolutionary improvements to these delegations at ICANN. So they are not perfect and are being adjusted and changed from time to time.

The guidelines are attached and are available here: https://www.icann.org/en/system/files/files/delegation-of-authority-guidelines-08nov16-en.pdf

Please share your thoughts on list.

My next task is to draft a one pager that contextualises this document and brings the community part in. I hope to get that to you in the next 48 hrs.

many thanks
Jordan

--
Jordan Carter

Chief Executive 
InternetNZ 


A better world through a better Internet


_______________________________________________
Ws2-staff_acct mailing list
Ws2-staff_acct@icann.org
https://mm.icann.org/mailman/listinfo/ws2-staff_acct