ICANN Board Conflicts of Interest Review

["David W. Maher" <dmaher@xxxxxxx>]

gTLD REGISTRIES STAKEHOLDER GROUP

ICANN Board Conflicts of Interest Review - Revised Conflicts of Interest Policy 
and Related Governance 
Documents<http://www.icann.org/en/news/public-comment/board-coi-review-11mar12-en.htm>
30 March 2012

 On behalf of the Registries Stakeholder Group (RySG), the following statement 
is submitted in response to the posting for public comment of the ICANN Board 
Conflicts of Interest Review - Revised Conflicts of Interest Policy and Related 
Governance 
Documents<http://www.icann.org/en/news/public-comment/board-coi-review-11mar12-en.htm>.
 Our comments are confined to the "Loyalty" Clause in the Directors' Code of 
Conduct.

Specifically, the RySG is concerned that the wording might erroneously suggest 
that a Director's obligation is to protect ICANN, the corporation, over the 
public interest at the heart of ICANN's mission and purpose. Here the RySG is 
guided by Article 4 of ICANN's Articles of Incorporation, which provides in 
part:
"4. The Corporation shall operate for the benefit of the Internet community as 
a whole…"

The RySG recommends changing the Loyalty clause from the current draft:
“Loyalty. Board Members should not be, or appear to be subject to influences, 
interests or relationships that conflict with the interests of ICANN. Board 
Members shall act so as to protect ICANN¹s interests and those of its 
employees, assets and legal rights, and Board Members shall serve the interests 
of ICANN over those of any other person or group or constituency of ICANN.”
to the following that reflects the language in the Articles of Incorporation:
“Loyalty. Board Members should not be, or appear to be, subject to influences, 
interests or relationships that conflict with the interests of ICANN or the 
public interest. Board Members shall act so as to protect the interests of the 
Internet community as a whole and shall serve those interests over those of any 
other person or group or constituency of ICANN.”

This statement has the support of a supermajority of the members of the 
Stakeholder Group.
Respectfully submitted,
David W. Maher
Chair, Registries Stakeholder Group
Senior Vice President – Law & Policy
Public Interest Registry