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Comments on Board Member Compensation from the IAB

  • To: comments-bylaws-amend-compensation-02may14@xxxxxxxxx
  • Subject: Comments on Board Member Compensation from the IAB
  • From: IAB Chair <iab-chair@xxxxxxx>
  • Date: Thu, 5 Jun 2014 11:25:52 -0400

The IAB appreciates the opportunity to respond to the proposed Bylaw
revisions on ICANN Board compensation, and the comments already
received on the proposal.  We would like to express a note of caution.

The Towers Watson April 2014 Report on ICANN Board Compensation
explicitly excludes non-voting liaisons ("Liaisons", following the
ICANN Bylaws) from its discussion.  We certainly recognize that
Liaisons make a similar commitment of time and effort to the Board as
regular voting Board members ("Directors").  But there are key
differences between Liaisons and Directors, one being that only
Directors can vote.  Only Directors can be held responsible for the
Board's decisions.  Liaisons also maintain an ongoing duty to report
and respond to their sponsoring community.

Article VI of the Bylaws makes this perfectly clear in Section 1, and
Section 9 item 5 makes clear that Liaisons have access to the same
materials as Directors only under conditions established by the

We are aware that, historically, the Board has treated Liaisons
approximately as equals, which is why the commitment from Liaisons
is usually as great as that of other Directors.  We note, in fact, that
the perception seems to be widely shared: public comments refer to
these positions as "non-voting Board members" or "Board members,
including Liaisons".  We therefore wonder whether the current
compensation proposal is a first step in altering the definition of
Liaisons more generally.  If that is to be the case, we think it
would be wise to have a full discussion about all such changes at
once, rather than attempting to do so piecemeal.  It is already a
little curious that the IETF has a mechanism to appoint a Liaison but
does not actually have the power to remove that Liaison except at the
time of the annual meeting.  If in the future the IETF is really going
to be appointing some kind of voting Board member, we would like to
be in a position to analyze all the consequences at once.

We are therefore reluctant to support a plan to compensate Liaisons
as though they are Directors, due to the different status under the
Bylaws of each.  We would like to understand what, if any, future
plans there might be about the structure of the Board in order to
understand the ramifications of this potential change.

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