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  • To: <board-review-report@xxxxxxxxx>
  • Subject:
  • From: "Jonathan Cohen" <jcohen@xxxxxxxxxxxxxxxx>
  • Date: Fri, 12 Dec 2008 15:15:30 -0500

http://www.shapirocohen.com/
To Whom It May Concern:

 

Compensation of Directors of ICANN.

 

I have long believed that Directors should receive monetary compensation
for their services while active on the Board of Directors.

I could write at great length on the subject but shall here only provide
a point form list of reasons with minimal explanation/supporting
argument.

Should anyone wish to engage me in further discussion or debate I would
be pleased to make myself available for same.

 

Directors of ICANN should be compensated for one or more of the
following reasons:

 

1)INEQUITY: 

While not the strongest argument, it is not unimportant that some
Directors are compensated ,in the sense that their employers value their
service with ICANN and therefore the time they devote is ''donated'' by
their employer and their salary is unaffected.

Others ,who are self employed ,willingly give significant amounts of
time working for ICANN which time  could otherwise be spent earning a
living. In many cases the time ''lost'' while serving ICANN is simply
unrecoverable.

During my 4 years on the Board I was deluged with invitations to speak
around the world about ICANN and the role of IP interests within ICANN.I
felt it was part of my obligation as a Director to go to as many as I
could. As a result ,between being on 3 Committees, attending telephone
meetings, 3-4 Board meetings around the world each year, and travelling
to various countries and events to speak about ICANN I spent 10,s of
1000,s of dollars out of pocket and lost approximately 1 million dollars
of billable time over 4 years. I did this because of my strong belief in
ICANN and I was 'happy' to do it as a volunteer (ICANN did not have a
budget that could support this kind of activity and certainly some of it
was my 'choosing' NOT necessity but a significant portion of my ICANNN
time ...was part of being a Director..pure and simple.

If you wish to be able to attract first rate Board members who are self
employed some reasonable compensation including covering all reasonable
costs is important. I might not have recovered all I chose to give
but... if  my true out of pockets were covered for anything I did with
ICANN,s approval, and, I had received 75k a year it would have helped a
lot. For MANY it would be the difference between being able to serve
,and "Not".

 

2)PERFORMANCE OF DUTIES:

Once paid a Director may not fail to do his/her 'work' as a Director
fully, thoroughly and on a timely basis.

 

Without limiting the generality of the foregoing: 

Each Director must read the pertinent material provided by Staff, attend
Board meetings regularly and participate actively in the affairs of the
Board and of ICANN generally including fulfilling Committee work and
some social obligations etc as set out by the Board.

No longer will a Board member be able to say they are too busy and
unpaid volunteers and  therefore with regret can't/have been unable to,
do the work or do it thoroughly etc. ,or miss meetings etc.

 

3)ATTRACTING CANDIDATES 

There are people who might make excellent Board members ,presumably many
from developing countries, who could/can simply not afford to be Board
Members unless they receive some compensation in addition to expense
money. This is not speculation.

I know a least one person who fits this description and I am assured
there are MANY more. Notwithstanding the considerable cost to me I could
for a variety of reasons  afford to give my time to ICANN.I could not do
it again.

I am entirely certain  there must be many self -employed persons ,and
others very suitable as Board members, who could not devote the
necessary time to be one,  which is considerable, both in developed and
particularly in developing countries,  without significant compensation.

 

While I favor compensation for the reasons set out above I would be
unhappy if that was "the" reason People wanted to be on the Board ,or,if
the Board became a Corporate style Board made up of people primarily
from outside ICANN and with little feel or institutional history or real
experience with ICANN.

That would, I feel, be an end to what ICANN is supposed to represent
namely an organization truly governed by the people 'using ' the
resource. It would quickly evolve into a Trade Association of those in a
contractual relation with ICANN.

Other parties would be there but in such a diminished capacity as to be
little more than 'resources' in relation to particular subject matter
rather than as real participants in the overall Policy development
process. We don't need another WTO with participation from outside the
barbed wire fence

 

Respectfully submitted

 

Jonathan C. Cohen

 

Senior/ Managing Partner

jcohen@xxxxxxxxxxxxxxxx <mailto:cbertosa@xxxxxxxxxxxxxxxx>  

 

Tel: 613-232-5300 Ext. 317

Fax: 613-563-9231 

 

Courier: 349 Terry Fox Drive, Kanata, ON K2K 2V6

Mail: P.O.Box 13002, Kanata, ON K2K 0E2

 

www.shapirocohen.com 

 

 

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