Comments of COA and Internet Committee of INTA

["Metalitz, Steven" <met@xxxxxxx>]

        The Coalition for Online Accountability (COA), and the Internet
Committee of the International Trademark Association (INTA), jointly
submit these comments regarding proposed by-laws changes that eliminate
the ICANN Board's Conflicts of Interest Committee and transfer that
committee's responsibilities to the Board Governance Committee.  See
http://www.icann.org/en/announcements/announcement-09dec08-en.htm.  

        INTA is a 130 year-old worldwide not-for-profit membership
association of more than 5,800 organizations, from more than 190
countries, dedicated to the support and advancement of trademarks and
related intellectual property as elements of fair and effective national
and international commerce. INTA has served as a leading voice for
trademark owners in the development of cyberspace, including as a
founding member of the GNSO Intellectual Property Constituency (IPC) of
ICANN.  COA consists of nine leading copyright industry companies, trade
associations and member organizations of copyright owners.  These are
the American Society of Composers, Authors and Publishers (ASCAP); the
Business Software Alliance (BSA); Broadcast Music, Inc. (BMI); the
Entertainment Software Association (ESA); the Motion Picture Association
of America (MPAA); the Recording Industry Association of America (RIAA);
the Software and Information Industry Association (SIIA); Time Warner
Inc.; and the Walt Disney Company.  COA is a member of the Intellectual
Property Constituency of ICANN's Generic Names Supporting Organization
(GNSO). COA and its participants have engaged actively in many aspects
of ICANN's work since the inception of the organization. 

        On October 1, 2008, the Board directed the Conflicts of Interest
(COI) Committee to "review and consider public comments ... in reviewing
possible changes to the COI policy."  Resolution 2008.10.01.03.  This
action was taken in response to concerns expressed by COA and INTA that
the existing ICANN conflicts policy, now nearly a decade old, was in
need of review, and that this should be a top priority for the ICANN
Board in its corporate governance activity.   See
http://forum.icann.org/lists/bcoc/msg00002.html; and
http://forum.icann.org/lists/bcoc/msg00003.html; see also
http://www.icann.org/en/minutes/minutes-01oct08.htm (preamble to
Resolution 2008.10.01.02 stating that " the Board Governance Committee
has found merit in comments submitted" by COA and INTA).   However, COA
and INTA are not aware that the COI committee has yet taken up this
task.  

        Now the Board proposes to abolish the committee which it
recently directed to "review possible changes to the COI policy."  COA
and INTA take no position on the merits of the reorganization of Board
committees proposed in the December 9 announcement.  However, we are
concerned that review of the COI policy be accorded a top priority among
the Board's corporate governance tasks, whether that review is
undertaken by the COI committee (in accordance with the Board's October
resolution) or by the Board Governance Committee (if the COI committee
is abolished).  We urge the Board to report to the community on the
status of this review, including when public comments on any proposed
changes will be solicited, and to dispel any impression that the review
may be delayed by the reorganization of Board committees. 

        Thank you for considering our views.  

Respectfully submitted, 
Steven J. Metalitz, counsel to COA
Claudio DiGangi, Manager, External Relations, INTA