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<div class="moz-cite-prefix">I have deleted the ongoing discussion
on questions for the Board session to focus on Farzaneh's good
questions.<br>
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On 3/8/2017 9:32 AM, farzaneh badii wrote:<br>
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<blockquote
cite="mid:CAN1qJvBzm-orskqm4-jE=Y08sjbRzhATuN0JBQ5J4BSUXF63-Q@mail.gmail.com"
type="cite"><font color="#990000">NCPH is in the process of
electing its Board member. How do you see the relationship
between the Board member and NCPH? To what extent does the
fiduciary responsibility of the Board member allow any<br>
special relationship with NCPH - would the Board member have any
responsibility to NCPH at all? If not, what's the purpose of
having NCPH elect a Board member?</font><br>
</blockquote>
However it gets framed, there is a substantive issue here. What is
the role of a constituency elected board, and how is it (the whole
board) held accountable? For-profit corporate boards have a
fiduciary responsibility for oversight on the management of
financial resources. More important for this discussion, those
boards also have responsibility to represent the interests of
shareholders as refined by decisions at annual general meetings
(AGMs). ICANN is a multi-stakeholder organization and its board has
the same fiduciary responsibility for oversight on the management of
financial resources. Beyond that things are less clear. <br>
<p>How does the board represent the interests of stakeholders?
Unlike shareholders, stakeholder interest cannot be subsumed under
some common assumption. Also, there is no binding stakeholder
guidance from ICANN’s atypical AGM. All the ICANN AGM does is
confirm board decisions and install new board members. It conducts
no business driven by stakeholder interest, leaving the board
without ongoing accountability to the stakeholder constituencies.
Stakeholder engagement amounts to little more than a chat with
questionable, if any, guidance to the board, and lectures to
stakeholders.<br>
</p>
<p>Specifying that board members do not represent their
constituencies makes the ICANN board even less accountable to
stakeholders. What is missing is a normal ongoing accountability
that parallels that in for-profit boards. Even the new
ccwg-accountability-wg proposal does not address this problem. It
is designed to deal with major problems involving board member
behavior and not ongoing accountability.</p>
<p>Specifying that board members remain responsible to the interests
of their constituencies would only address a tiny part of the
ongoing accountability problem. Revising the AGM process is
problematic since, unlike shareholders, there is no means test to
validate voting, and a consensus based process during the AGM
would be impossible. <br>
</p>
<p>In short, the core issue is how to actually make the ICANN board
subject to ongoing accountability to its stakeholders. Making
elected board members responsible to their constituencies would
barely scratch the surface of that problem. <br>
</p>
<p>Sam Lanfranco npoc/csih<br>
</p>
<p><br>
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