[no subject]
This is my second post since my comments do not have appear to have been received. I have posted them below, as well as attaching them in word form. To; Governance-Principles From: Marilyn Cade Date: Friday, April 1, 2005 I am pleased to provide comments on the recently posted "Core Principles and Corporate Governance Guidelines. I am supportive of ICANN having corporate governance principles and welcome the opportunity for the community of stakeholders to provide input and comments. Concerns are first listed, and then discussed in more detail below, with a recommendation for action on each item referenced. Concerns: A. The document should be renamed as "Corporate Governance Principles". B. The document should be taken as a "first draft" in that it has not had the benefit of the input of the community. C. The document is directed at the relationship between board and staff, rather than on the role and responsibilities of board to the corporation. It should be refocused appropriately. D. I do not support the Board signing this document in its present form, and have questions about the Board being asked to sign any such future, revised document. Discussion of concerns: The name of the document is confusing. I might even borrow a phrase from the trademark folks and say "confusing and misleading". :-) The term "core values" and the term "Strategic Principles" are already phrases in use in ICANN. "Core Principles" may be needed, and if so, could be developed, with appropriate input from the stakeholder community. As it is drafted, it is really a set of "guidelines". Thus, I recommend to avoid confusion, simply name the document what it is: "Corporate Governance Guidelines". This document is posted far too late for adequate feedback and review by the stakeholders. I will not dwell on this issue in my comments, but note that while I respect the Board and staff's time conflicts, and limitations, I think there must be improved attention and respect given to the time impacts on the stakeholders when documents are posted so close to the actual meetings that people are traveling to. The result of such late posting is that little time is given for thoughtful consideration. I am certain that is not intentional. Thus: I ask that the ICANN board committee responsible for the development of this document take into account the need to enable an effective comment period. This is a critical issue of we are to fulfill our commitment, as ICANN, to a consultative process with the affected stakeholder community. C. A chapeau observation: this set of corporate governance guidelines and core principles appears to be drafted to address ONLY the relationship between the board and the ICANN staff/especially the senior staff and the board. 5 (e). As such, I believe it is misdirected and should be reconsidered and modified. Like many involved in ICANN's stakeholder communities, I have had extensive experience in working with corporate and non profit boards, over a number of years while at AT&T, where I helped to manage the corporation's relationship and membership on many professional and trade associations and non - profit/not for profit organizations. Corporate governance was most always a topic of discussion and work, and even more so lately, with the concept of "corporate governance" permeating both the profit and not for profit worlds. I welcome the development of corporate governance principles and note the importance of the public comment and feedback process. However, corporate guidelines should be about the Board's duty to the corporation/larger stakeholder community the corporation serves. For the most part, these guidelines have many good elements and can be supported. However, especially 5 (e) is not appropriate, or at a minimum is very poorly worded. 2.(f) this principle doesn't address how the Stakeholder community is kept advised of the work of the Board, as appropriate. To the greatest extend possible, while not putting the corporation at risk, decisions and activities of ICANN's board should be made public. A better job should be done of posting agendas of topics to be discussed and decided, a firm deadline for posting of minutes and keeping to that deadline should occur. Thus, I would recommend that a principle regarding Board communications be reexamined, and a principle regarding timely, practical, appropriate communications regarding board agendas, activities, processes, and outcomes be developed. C. I have assumed that ICANN Board Directors are subject to California applicable law. I support comments posted by others that state:"A director is obligated to exercise independent and informed judgment and to make his/her own determinations as to what constitutes the best interests of the corporation. " As a gNSO Councilor, I have been responsible for voting for two of the Board members, as elected by the gNSO Council. I have always assumed the above and have counted on those elected board members to fulfill their responsibility to the corporation with integrity and commitment. Thus, 4 (d) makes both sense and I believe is accurate. However, 4 (b) is strange in that it attempts to tell a Director how to manage their time availability. If the issue is that serving on a board of an organization that is under contract to ICANN is an issue, that could be addressed by a rewording of 4 (c). D. 5 (e) should be stricken. It is both demeaning to everyone in its inferences - both Board and staff - and sends the wrong message to the community of stakeholders as well. Board members have a responsibility to support the corporation. They also have the right to disagree with a decision because they believe it harmful to their view as an independent non Executive board member, of what is best for the corporation. They would be expected to express that disagreement professionally and within the bounds of their role and responsibility as a board member (covered elsewhere in the principles). I do not support the Board signing this document in its present form, and have questions about the Board being asked to sign any such future, revised document. There are many good elements of these guidelines. By eliminating the problematic elements, the positive aspects of the guidelines will be furthered. Again, I welcome the opportunity for the community of stakeholders to provide comments on what I hope will be a first draft of the Core Principles and Corporate Governance Guidelines. Attachment:
ICANN comments on corporate governance.doc |