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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 decision making.

** 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 Board members.

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 issues.

Thank you for the opportunity to make this submission.

Keith Davidson

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