Comments on ICANN board review
- To: <board-review-interim@xxxxxxxxx>
- Subject: Comments on ICANN board review
- From: "Keith Davidson" <keith@xxxxxxxxxxx>
- Date: Fri, 17 Apr 2009 18:10:13 +1200
** Recommendation #1: Reduce the size of the Board
While the board is currently at an awkward number, reducing the numbers may
bring about greater problems than it solves. ICANN's board must efficiently
represent its global community, and reductions in numbers could see an
adverse impact on the representation from its constituents, and reducing
numbers could be seen to be more subject to capture.
** Recommendation #2: Move to fewer but longer Board meetings
It is essential to keep forward momentum on issues, and ICANN is already
slow and ponderous in much of its decision making. I believe any reduction
in the number of meetings will adversely impact on the timeliness of
** Recommendation #4: Broaden the skills of the Board
The board does need greater diversity of skills and my comments under
Recommendation #5 address these issues more fully.
** Recommendation #5: Make Board membership more sustainable
I strongly support remunerating Board members and agree that remuneration
for the Chair should be considered separately from remuneration for other
In ICANN's early days, with uncertainty over funding, not paying directors
was possibly appropriate. But times have moved on; ICANN is now a
corporation approaching a USD$100 million turnover, with a CEO on an annual
salary of $700,000, and the time has come to ensure that directors are also
recompensed for their governance of the organisation.
Historically, the time contribution of individuals to ICANN and its
foundling structures such as ISOC and the IETF has been mostly voluntary.
Time commitments for ICANN directors are now significant, with directors
devoting possibly up to an equivalent of three months full time work per
year, and the Chair devoting considerably greater time.
Payment of directors fees will create greater independence for the ICANN
Board. Existing Board members comprise a select group of people, essentially
those who can "afford" to do the job, either being paid by their employer
(which offers more opportunity of "capture" than ICANN paying its directors)
or have sufficient combination of wealth and time to do the job. Such people
represent a special and small segment of society, and therefore the board
can not be a truly globally representative model.
By paying directors, ICANN will also attract some professional directors,
who would bring with them strong governance strengths and principles.
My suggestion therefore is that ICANN should measure a "fair" level of
directors fees for the role, scope and time requirements for its directors
and chair, and discount this "fair" level, offering all directors 75% of
this amount, which ensures a measure of volunteer effort continuing.
Furthermore, the offer to pay directors should be at the individual's own
discretion, so if they wish to fill the role purely voluntarily, they should
be able to do so, but that any director can elect to receive directors fees.
** Recommendation #6: Build 'high performance' culture at the Board
I believe that the payment of directors fees would encourage an environment
of high performance for the board - and by not paying fees, it encourages a
behaviour of low performance. Professionals need to be paid.
** Recommendation #7: Strengthen the Board's 'strategic' focus
As ICANN grows, its board must elevate to a more strategic position, and has
been in transition over recent years. Again, professional directors being
attracted to the board will help to ensure clearer understanding of the
lines between governance and operations, and will help elevate the board to
concentrating on strategic issues rather than administrivia and irrelevant
Thank you for the opportunity to make this submission.