Comments on Independent Reviewer's Report on the ICANN Board
I thank ICANN for the opportunity to comment on the 100-page "Independent Reviewer's Report on the ICANN Board." While my consulting company, Names@Work, works on projects connected to ICANN, I speak here as an individual, and not on behalf of any client.
With all the fuss about new gTLDs, this important report, and the recommendations made in it, must have escaped the notice of the many intelligent commentators within the ICANN community. I say must have, because the conclusions of the report, and its recommendations, will cause grave concern to those who read it.
The report was written by the Boston Consulting Group, which "has focused on helping clients achieve competitive advantage," and Colin Carter & Associates, which provides "high level advice to major corporations in Australia and internationally." This cliched corporate marketing-speak, which comprises the very first part of the report, is an important clue to the perspective of the report's authors, and perhaps the key to decoding their recommendations.
The report's authors treat the Board's work as if efficiency of execution, streamlining of process, and avoidance of fatigue by the Board's members are the criteria by which to judge it. These are perhaps the proper values of the Board of a for-profit global corporation, but they are not appropriate for ICANN, which has assumed the heavy burden of a global public trust.
The authors of the report disclaim this bias, but I find that hard to credit. They say (page 12) that "As reviewers, we have no intrinsic problem with ICANN’s model." How, um, comforting. If it is not intrinsic, what kind of problem do they have? Clearly, if they bother to disclaim a particular class of discomfort, another one must exist. Bear in mind that these are the same people that put the words "public trust" in quotes in the previous paragraph. Whatever the intentions of the reviewers, they are necessarily steeped in the corporatist values that they operate from. These are not ICANN's values. The Report must be read with their evident discomfort with ICANN's structure in mind.
For ICANN, the values must be not efficiency, but proper check and balances; not streamlining, but right action; and not alleviating the boredom of its Board, but in finding Board members who can shoulder the important challenge that a seat on the ICANN Board represents. This is not to say that there are not ways to achieve better results with fewer groans, and the report does include some useful suggestions, such as fewer Board teleconferences and longer face-to- face meetings. Recommendations such as these are welcome, though one questions the need for an expensive 100-page study to rejigger meeting times.
The composition, agenda, and work effort of the Board must be seen in relation to the challenges that face ICANN. The narrow lens of decision-making efficiency is grossly inappropriate to this remit, and renders the conclusions and recommendations of the Report misguided and dangerous. The Board's work must also be seen in light of ICANN's stated guiding principles, which include diversity, transparency, and outreach. As ICANN grows, it must also become concerned with the concentration of power in a few hands, in tandem with the absence of informed and active oversight.
Any suggestions regarding recomposition of the Board and its duties must be evidence-based. This Report, however, has little of that, relying largely the authors opinions and what they take to be common knowledge. I would say that until recently it was "common knowledge" that real estate was a safe investment. Let us have thorough substantiation of recommendations, and less faith in experts whose common knowledge has filled the boards of the banks and hedge funds that have ruined a generation.
REDUCING THE SIZE OF THE BOARDThe first recommendation of the Report, to reduce the number of Board members, whether by some or by half, fails to conform to any of ICANN's principles. Almost by definition a halving of the Board's membership is a loss of diversity, especially given the laudable representation on the Board of citizens of numerous countries and varieties of viewpoints. Furthermore, the diversity of the Board, in and of itself, has been one of ICANN's major successes when it comes to outreach to those affected by ICANN's work, and a smaller Board clearly does not advance that agenda. Transparency suffers too, in that it takes only one truth-telling Board member to inform the world, and our chances of that are much reduced by a smaller group, who must necessarily feel a greater solidarity with one another, and in consequence feel a smaller responsibility to the wider ICANN community. ICANN's work is under constant attack; each member of a smaller Board would be subject to much greater scrutiny and criticism, the natural response to which is defensiveness and evasion. The early ICANN Boards, which were smaller, exhibited exactly this behavior, whereas members of the later, larger Boards have been much more approachable and willing to express diverse opinions.
The authors of the report seem to recognize this, but come to an opposite conclusion:
"Quite different opinions can be seen in the survey results but it is not really surprising that a diversity of views emerges. Our view is that this reflects the truly challenging complexity of ICANN and its governance task as well as the diversity of background of the board members themselves. On a large range of issues – particularly on those relating to role, structure, process and people – the board members are not of one mind. These are mostly the areas where
opportunity for improvement exists." [Summary of Conclusions, Page 4]Later on, they come up with a bare assertion that covers the rest of their thoughts on this matter (page 19):
"Some might think too that a large board is better able to exercise its duty of oversight over management than would a small board. But experience indicates that the opposite is true."
Footnotes? References? Case studies? Anyone? Bueller? "Experience" (someone's, apparently) is what "indicates" that their point is correct. I dispute that this thin and unsupported assertion should be the basis for a radical transformation of the Board.
I take the diversity of the Board to be a good thing, not bad. That Board members are "not of one mind" is the point of having a Board, instead of a dictator. Diversity of opinion is to be cherished, not paved over so that the limousines of particular interests can enjoy a faster ride to the finish. This is not an "opportunity for improvement" but a bedrock principle of the organization.
In my opinion, the recommendation to reduce the Board membership, without proper compensating measures preserve diversity and openness, based on an unsupported assertion of "experience" and some surveys of corporate boards, is reckless and unsubstantiated and should be rejected.
ADDING AN OBSERVER FROM THE GOVERNMENT ADVISORY COMMITTEEAmong the sub-recommendations included in the Report's is that the Government Advisory Committee should have an observer role on the Board. Apart from the insulting (to the ICANN community) arrogation to the GAC of an authority which is precisely prevented by its status as an advisory committee, this recommendation is absurd in the face of the previous recommendation, the diminution of the size of the Board. Is the Board better off with fewer members, or not? You can't have it both ways. Furthermore, there is no discussion of why this should be so other than that the Report's authors understand that "government support is critical" and therefore "accept that a GAC observer at Board meetings may be important." It sounds as if someone has been feeding them a recommendation. Isn't support from Internet users also critical? Or from trademark holders? Or from root server operators? Why shouldn't we all get observer status.
The role of the GAC is currently one that we must tolerate, rather than celebrate or encourage. If we wanted a greater role for national governments and "international fora" we could turn ICANN over to the ITU, where it would be run as the telephone system is. ICANN's history, debates, and original intent is to avoid precisely that. The careful distance at which national governments are kept is part of ICANN's DNA, and this proposal is another instance of the Reports lack of sympathy or understanding of ICANN's mission.
BOARD COMMITTEESI am once again appalled by the recommendations put forth. I have no issue with making workloads easier to manage, but it is as if this Report were commissioned by, and written by, people who would destroy the democratic character of ICANN (such as it is).
Let us start with what the authors view as the "Core Committees." Excluded as a "core" committee is Public Policy and Ethics. How is Public Policy not a core mission of ICANN? It may be argued that public policy is the sole mission of ICANN, but it can certainly not be relegated to the sidelines.
But far more concerning is the recommendation that the Board be involved in selecting its successors. The Report's authors seem to regard ICANN's community as employees -- that is, expensive annoyances that are necessary, but hardly to be consulted on matters of importance.
I quote:"It is worth pointing out that in the corporate sector, the ‘Governance Committee’ is typically another name for Nominations Committee and the selection of board members is one of this committee’s most important duties. At ICANN, of course, the nomination process is dealt with by parties external to the ICANN board (such as the NomCom) and so it is not part of the Governance Committee’s scope. We have a point of view on this and believe strongly that the existing board should have some substantial input into the selection of new board members."
Perhaps the authors are ignorant of the fact that for a short time we had actual elections to the Board, before the putsch in Ghana and the painful constitution of the NomCom, which has actually done a fine job. The quality of our Board members is better than it has ever been.
As to the authors having a "point of view," so what? I "believe strongly" that this recommendation is a abomination. I wonder what the authors would make of the governments of the United States, France or indeed any democracy. Why don't the Senators have "substantial input" into their successors? There are very good reasons for avoiding self-perpetuation of ruling powers, and they are the basis for all democratic institutions. Either ICANN has a community or it does not. If it does, the members must be treated with respect, not as if they are an impediment to efficient work.
As to the Board Members experience, I am amused and disgusted by Exhibit 9 on page 41, which by virtue of its irrelevant classifications manages to shunt many of our best Board members into the category of "Other." Nowhere does this pointless chart mention anything about experience with the Internet, of management of not-for- profits, of experience with global organizations, multi-stakeholder organizations, or indeed of anything relevant to ICANN. Instead, we have multiple categories representing corporatist job descriptions: CEO, CFO, Banker, Investment Manager, etc. Speaking as a CEO myself, this chart tells me all I need to know about the (lack of) imagination that went into this report.
COMPENSATIONThe Report ignores a festering problem with the Board, namely the grossly inequitable compensation of different members. Basically, the frugal are unpaid, while the profligate are remunerated handsomely. The Report talks about salaries, but they ignore expenses, which in the past have threatened to overwhelm other compensation. I wrote satirically about this at http://www.namesatwork.com/blog/2008/09/10/majority-of-icann-board-hopelessly-naive . I am, sadly, not amazed to find that those are lauded for their executive experience in Exhibit 9 of the Report are for the most part those who put in for tens of thousands (or more) in expenses, while those in the "other" category managed to do their job without soaking domain name registrants.
Because this unequal expense-taking is highly corrosive of trust in the Board, I would recommend that certain tightly-defined expenses (e.g., air travel) be reimbursed, while other egregious forms of corporate raiding (e.g. Paul Twomey's "currency adjustments") should be relegated to the category of poll taxes, protection money and other illegal payments.
SUMMARYAs must be clear to any reader, I would throw away the entire report as worthless. In fact, I would simply ignore it if not for the pernicious recommendations that ICANN might take seriously as a result of having (over-) paid for it. The mind-set, bias, and basic understanding of the authors comes from the corporate world, and whether they thought they could set that aside and make a fair assessment, very obviously they could not. The entire document is shot through with unwarranted assumptions, riddled with unsubstantiated opinions, and as a whole has been rendered useful only for demonstrations on how to recycle wastepaper by the authors' evident ignorance of ICANN's history or its values.
Whenever an organization hires a consultant to tell it what to do, it usually means one thing: that they already know what should be done (or what they want to do) but don't have the courage to say it out loud without the cover of an "independent" opinion. Most of us who have worked in corporate America have seen this at play (or see the movie "Office Space" for a particularly telling rendering). Pick the right consultant, and they will bring you the right result. That this is here the case is obvious from various recommendations that the authors of the Report "accept," e.g. the addition of a GAC observer. How are they "accepting" this? From whom did they get that idea? They certainly didn't think this up on their own; there was obvious input from somebody, if only at the initiation stage. If the Board feels they need to do something with this Report (other than burn it), they should find out who commissioned it and have them explain their motives, and inquire about their input into it. That would do more good for the organization than any of the recommendations contained in the Report.
With the recent highly painful revelations about how completely ineffective corporate Boards have been in the financial, automobile, real estate and other commercial sectors, I recommend in the strongest terms that ICANN staff and the ICANN Board ignore the recommendations of this Report, whose authors come from that dysfunctional universe, in their entirety. They may, however, make food use of the surveys of the Board and staff published here, which is practically the only part of the Report that is evidence-based.
Finally, please excuse typos, missing words, and other detritus of a long letter written with a tight deadline. Thank you for your patience with this long comment.
Antony Van Couvering