ICANN Reform Committee on Board selection
Date: Friday May 10 2002, @06:03AM
Topic: Board of Directors

jamielove writes "The May 9, 2002 Committee on ICANN Evolution and Reform Working Paper on the ICANN Structure and the Nominating Committee Concept is out, and it is an important document, particularly if taken together with the working papers on mission and the policy making process. The Committee wants a process that produces a board "composed of persons with diverse skills and perspectives and the right personalities, that can act collegially and effectively to make decisions." Selected groups would be allowed to participate in a board managed process, where the nominees would possibly be ultimated choosen by the board itself. The Committee notes: "while it is hard to imagine what entity other than the Board could reasonably ratify nominees, we welcome suggestions or comments on whether ratification of NomCom selections is desirable, and if so by what entity and under what standards.""

Below are the CPTech comments. Jamie


CPTech comments Regarding ICANN Structure and and Nominating Committee Concept.

  1. What are you mixing up is both the nomination and the election process. The term "nominatng committee" is misleading if the committee nominates and elects.
  2. I find it completely wrong to have the board members having any say over who gets elected to the board. Here is just one reason. Suppose it is well known that the only way to get on the board, is to be selected by the board itself. Suppose then you have a choice of speaking out in favor of something the board is doing or opposed to what the board is doing. What are the odds you would ever be elected to the board if you criticized the board? Ok, where does this dynamic lead?
  3. Every member of the board should be elected by non-board members, no matter who they are. This should be basic. This is not like a family trust, foundation or other non-profit organization that is run by self perpetuating boards, it seems to me. If Bill Gates wants to put up his own money to advance some charitable purpose, he gets to set up a self perpetuating board. If ICANNWatch, CDT, EPIC, EFF, CPTech or anyone else wants to create a self perpetuating board, that's fine too, this a basic right of association. But it isn't the right model for something that wants to be a global Internet regulator.
  4. If the ICANN BOD wants authority, it has to give up control over the election of its members to others, who have some creditable basis for doing so. The process should not be designed to produce a board of persons who will not be critical or will not dissent.
  5. I'd rather have SOs electing board members, including SOs that represent user interests, than having the board elect itself. There may be other ways of doing things too.
  6. Has the reform committee decided to junk the at large membership voting idea? I just want to have some clarity on this, since I was just elected to some panel to organize such an at large membership (coming out of the ALSC process and the go forth and multiply Accra thing).
  7. How about things like term limit or rotating chairs, to reduce the danger of empire building?
  8. Who elects the board is closely related to what powers the board will have. If it can do literally anything in the name of Internet stability, then you need an election process that is quite representative of the public. If it coordinates six technical tasks and that is the end of its authority, then maybe all sorts of less representative structures are acceptable. Jamie
    
    [snip]
    
    II. The Nominating Committee Concept
    
    The Lynn proposal suggested a fifteen-person Board, with five ex officio and
    ten At Large members - with five of the At Large members to be selected,
    somehow, by governments. The rationale was two-fold: (1) a less directly
    representational Board would likely be a better Board in the long run, and
    (2) the government-selected At Large trustees would provide a voice for the
    general public interest, and thus respond to the accountability/legitimacy
    issues that generated much of the motivation for At Large online voting. The
    Lynn proposal further suggested that the five At Large trustees not selected
    by governments (and about half of each Policy Council Steering Committee) be
    selected by a Nominating Committee (NomCom) made up of three Board members
    and four other persons selected by the Board.
    
    As indicated earlier in this paper, for purposes of this discussion we
    assume that governments will select no Board members in the relevant time
    frame. Thus, the NomCom on this assumption would be responsible for filling
    vacancies in the ten At Large Board seats, not just five as suggested in the
    Lynn proposal.
    
    A. The Rationale for a Nominating Committee
    
    The major criticism of the NomCom idea to date has been that, since it was
    made up of Board members and Board appointees, it was too controlled by the
    Board, and thus formed a "closed circle" that was too self-reproducing,
    preventing needed renewal, corrections, and adjustments as the Internet
    evolves. This criticism appears to the Committee to have some merit, and
    thus we solicit comment on a modification designed to respond to that
    criticism while retaining the perceived benefits of a NomCom process.
    
    We would like to solicit comments on the following concept: a NomCom
    consisting of delegates from identified constituencies (possible examples
    would be such groups as registries, registrars, RIRs, large business users,
    consumer organizations, academic or other non-commercial organizations,
    etc.) Such a NomCom might have a non-voting chair appointed by the Board
    (possibly a Board member, possibly not), and it might also include one or
    more liaisons (IAB, GAC, etc.) that could either have voting rights or not.
    These could serve to provide insights about particular needs on either the
    Board or a Policy Council Steering Committee, and about the strengths or
    weaknesses of particular people being considered based on prior knowledge or
    experience. Another way to accomplish this goal is to have some ex officio
    members (voting or non-voting) on the NomCom from the Board.
    
    We use the word "delegate" intentionally. For ICANN to be the most effective
    organization it can be, its Board should be as neutral and objective, and as
    capable, as is possible under the circumstances. We do not believe that a
    Board composed primarily of representatives of specific interested groups is
    the best way to reach this goal. By contrast, we believe that a Board
    composed of persons with diverse skills and perspectives and the right
    personalities, that can act collegially and effectively to make decisions
    that are grounded in the best interests of the overall communities affected
    would serve both the public interest and the long-term interest of all
    direct participants in ICANN. This view suggests that on the NomCom, the
    general public interest could be represented by those delegates selected by
    consumer organizations and user groups, while the providers would also
    supply delegates to the NomCom. We do believe it is both appropriate and
    useful to have those constituencies that are directly and consistently
    involved in ICANN to have an important role in the selection of Board
    members, but we respectfully suggest that it is more consistent with the
    goal - a consistently high-quality, effective Board - that all constituency
    representatives on the NomCom (whether from providers, consumer groups, or
    users) think of themselves as "delegates," not as "representatives" - in
    other words, as bringing a particular perspective and knowledge to the joint
    process of selecting good ICANN Board members, rather than "representing"
    the narrow interests of the particular constituency that brought them to the
    NomCom.
    
    This is not, in our view, metaphysical semantics. The only way that an
    ICANN-type entity can be effective is if it advances the common good. Now,
    this is of course a composite of the legitimate interests of all
    participants (as well as non-participants), but it may in any particular
    case not directly reflect any one of those interests. What is needed in
    ICANN, not only at the Board level but also in the policy-development
    bodies, is less political log-rolling and more genuine efforts to find
    consensus solutions. This effort will be advanced if we establish a culture
    and tradition of looking for the common good of the community, even if this
    occurs through the perspective of a particular interested party or group.
    
    
    B. Specific Issues on Which Comments are Invited
    
          Q24. Comments Requested: We invite comments on this general
    articulation of the NomCom concept. This approach basically seeks to move
    from a Board made up of representatives to a Board made up of capable,
    interested, effective persons, who may or may not have a direct involvement
    in the day-to-day activities of those entities most involved in ICANN. We
    seek to accomplish that by pushing direct representation away from the Board
    itself to the body that selects a majority of the Board, creating a buffer
    (the representational NomCom) between particular interest groups or
    constituencies and the Board itself.
    
          Q25. Comments Requested: We also invite comment on the specific
    identities of the groups or constituencies that should be represented on
    such a NomCom, in addition to the question of whether and how new groups or
    constituencies would be allowed to gain participation on the NomCom.
    
          Q26. Comments Requested: We also invite comment on exactly how the
    NomCom would function. We envision that that particular self-organized
    groups (whether called forums or constituencies or some other name), as well
    as the general public, could recommend persons to the NomCom, which would
    then through a process of discussion and debate generate nominations that
    had broad consensus support throughout the community.
    
          Q27. Comments Requested: Another point on which we solicit comment is
    whether NomCom members should be prohibited from themselves being nominated
    for at least their tenure on the NomCom and perhaps for a short period
    afterwards. This would reduce fears of self-dealing, but potentially at the
    price of diminishing the available pool of candidates.
    
          Q28. Comments Requested: Another issue on which we solicit comments is
    whether, and if so what, particular criteria or standards should apply to
    the process by which the NomCom makes selections. In the ICANN context,
    these could include (at least for the Board and probably for the Steering
    Committees as well) geographic diversity, functional diversity, etc. Such
    standards should probably be measured in the aggregate, not for any
    particular opening, so that some but not necessarily all would be relevant
    to any given nomination cycle. In addition, there could be specific
    perceived needs in any given cycle, either for the Board or for a particular
    Steering Committee, that could be communicated to the NomCom by the Board,
    perhaps through the non-voting Chair, and/or decided by the NomCom itself,
    based on inputs from its members and/or any liaisons. Any comments on these
    ideas are welcome.
    
          Q29. Comments Requested: There is also the issue of whether the Board
    should be permitted to reject a nominee or a slate of nominees, and if so
    whether that should require a super-majority vote of some kind. While it is
    hard to imagine what entity other than the Board could reasonably ratify
    nominees, we welcome suggestions or comments on whether ratification of
    NomCom selections is desirable, and if so by what entity and under what
    standards.
    
          Q30. Comments Requested: We also invite comments on the terms of
    NomCom members. Assuming an appropriate transition and staggered terms, the
    NomCom in any given year would likely select 3-4 Trustees and 1-2 members of
    each Steering Committee. This seems a manageable task. Should each NomCom
    exist for a one-year or two-year cycle, and then be reconstituted with
    different members, or is there some value to continuity? If it was thought
    necessary to provide continuity, members could serve with staggered terms,
    so some portion were replaced each year. This may not be necessary if there
    are sufficient liaisons and/or ex officio members. Would the formation of
    new NomComs each year appropriately balance the need for renewal and
    inclusiveness with the need for continuity and stability? Can the NomCom and
    its make-up be isolated from cumbersome and ultimately
    effectiveness-reducing politics? To what extent would a NomCom procedure
    isolate the Board from such politics? Comments are welcome.
    
    Conclusion
    
        [snip]
        

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