[NCSG-FC] Questions and comments/current state of the FC OP

[Rafik Dammak]

[Observer]

Hi,

as I was among those who made comments on OP, I wanted to react (I am an
observer in this list as former NCSG chair).

1- to make progress on OP, compromise language and edits should be made in
response to comments to find a common ground. I think that is still missing
and efforts should be on that front at least for respect for those who made
effort and reviewed the document. it should be built on what agreed and
having consensus among all FC members.
I would suggest that rewording and new language being proposed having a
consensus of all FC members. if there are several changes, a new document
should be proposed. that should be done before another consultation,
otherwise, others and myself included will question what is the value of
our input if it was ignored in the first round.  So just asking as proposed
now doesn't really help. I don't think people want to do arbitration but
reviewing a document that has consensus among you and reflects previous
comments made by NCSG members.

2- with regard to charter, I believe there is a genuine misinterpretation.
I suggest that set back here. I have feeling that keywords were picked up
but ignoring the text around which gives needed context.
For example, about audit: "Fulfill any other accounting, auditing or other
prescribed financial requirements as set by the ICANN Board of Directors
for organizations within the ICANN structure."
the text indicates that should be done if there are prescribed
requirements? did anyone check the existence of such requirements or
process? my gut feeling is nobody did and my experience with ICANN is that
organization doesn't want to be liable and didn't set any rule for SG/C on
that regard in order to not be responsible. For example, it manages any
support given to SG/C directly in in-kind form i.e. it doesn't give us fund
to book our own travel, same for most of ABRs tightly controlled by staff
and when there are payments ask SG/C to do them first to be reimbursed
later. ICANN org also refused systematically for many years to do banking
for BC regarding the membership dues collection. ICANN org doesn't want to
deal with SG/C finance in any way and try to avoid any implication.

As you can see the same text can read differently and that is why people
legitimately question the current reading that seems stopped before the
rest of the bullet point.

For constituencies monitoring, it seems even more confusing as what charter
mentions regarding constituencies is not directly related to what OP
suggests in details.
I was involved in the charter process but not directly with regard to
drafting. There was context regarding the different sections of charter and
were subject to long negotiations. Discussion with main drafters would help
but literal reading and/or overinterpretation not. Most of those involved
in the discussion didn't suggest any charter amendment, same for the
charter drafters. I think the focus is still on drafting OP.

I believe that some principles should be agreed on before in order to avoid
overengineering this. this is a FC For structure within ICANN, it is not an
NGO or big organization and the OP should reflect that.
that is all for me to give some suggestions.

Best,

Rafik

Le lun. 30 juil. 2018 à 05:02, Thato Mfikwe <thatomfikwe at gmail.com> a
écrit :

> Hi all,
>
> Thanks for all these comments, they bring a clear picture on issues
> surrounding the FC, I therefore propose for purposes of avoiding back and
> forth arguments on what we need to do, that we:
> 1. Create a google form that will be shared with the community containing
> all OP draft and NCSG charter questions that we still don''t have consensus
> on (open for 7 day after completion of the comment process by the community
> but before submission to the EC)
> 2. We need to have a way forward regarding areas where 2 or more member
> agree, we need to also express the minority views in our draft. Below is
> some of the areas where there is some consensus within the FC, although the
> community sometimes things otherwise:
>
> a. FC performing accounting and auditing functions (Thato and Remmy agree, so
> this must be contained in the OP but any opposing views should be noted.
>
> b. 40/40/20 formula for disbursement of funds (declined by 2 members,
> Thato and Farzaneh of the FC, with suggestion for the use of application
> processes, criteria still needs to be set for this).
>
> c. Management of constituency finances, is opposed by Farzaneh and Thato but
> Thato proposes that there should be some level of monitoring through
> periodic reports. NCSG financial management and monitoring responsibility
> should be clearly stated on the Draft OP.
>
> d. Necessity of FC members to attend the F2F ICANN meetings, 2 members of
> the FC agree on this (Remmy and Thato), other opposing views must be
> noted on the draft OP.
> *It is a concern that there are members within the FC who still hold a
> strong view that the FC should not be supported to attend ICANN meeting and
> that attending these meetings cannot assist the FC to meet its obligations
> and execute its responsibilities, especially given the preliminary stage of
> development stage of this committee and the tasks that still need to be
> attended in the interim. Although the Charter clearly states that the FC
> can attend meeting, of course meetings are not attended for the sake of
> attending, there needs to be predetermined plans and objectives. *
>
> e. Accountability measures of the FC, I will initiate something around
> that. *@Remmy is response to your question, Bruna and NCUC chair
> supported the idea of the FC being supported to attend the onsite meetings
> and emphasizing that the Charter allows this, I hope this is clear.*
>
> f. SPV, comments were made to remove certain sections, particularly II and
> IV with proposal to reword # V to suit comments (the difference is that
> Farzaneh wants the whole section removed and Remmy is willing to reword the
> section but not sure if he is willing to accept removal of proposed
> sections).
>
> If we can do these critical amendments listed above, we will be a step
> closer to resolving OP draft comments and get ready for various meetings
> with drafters as proposed, community outreach and stakeholder/funder
> engagement. After the comment process we can run a Google form survey on
> sections that still need consensus or additional input or comments. Will
> ask Maryam to set up a Doodle for a meeting sometime this week.
>
> @Farzaneh. let's have a bit more patience with each other, once this
> process is done with, we wont have to revisit these issues for a long time.
> Everyone has made valuable contributions to this process thus far, we just
> left with less than 2 months to complete this comment process.
> Refusing to contribute to activities for whatever reasons related to
> difficulty in getting along with views and diversity that comes with being
> in a diverse committee is not acceptable unless if one is incapacitated to
> do deliver on the task at hand, I don't think anyone is having a pleasure
> in any of these disagreement but what is essential is taking the FC
> forward.
> I agree, that criticism should be expected but not from fellow FC members
> but from the community itself, to state in response of a message to a FC
> member that "you have to repeat yourself over and over again" on a
> community mailing list is demeaning to the character of the FC.
>
> Regarding the drafters of the Charter, I do not have a problem with having
> a meeting with them, but I do not see anything changing unless if they
> decide to change the Charter for reasons that should be disclosed and due
> processes should be followed to do this. @Remmy, I ask that we hold a
> meeting with them and hear their interpretation of the Charter.
>
> Personally, I am against the change of the Charter (section 26) in order
> to protect or suit needs to few people who cannot justify their reasons why
> it should be changed, furthermore seems like this Charter issues were not
> raised in the past which creates questions around motives for .emerging
> questioning of clauses and responsibilities that relate to the FC.
>
> @Farzaneh, can you in the meantime list specific issues that you thunk
> need attention during the said meeting, thanks.
>
> Thato Mfikwe.
>
> On Sun, Jul 29, 2018 at 6:33 AM, farzaneh badii <farzaneh.badii at gmail.com>
> wrote:
>
>> I only took into account the comments made on the Google doc for now. You
>> can share the questions and see what others think. Fc members are appointed
>> to this positions.
>>
>> I can't unfortunately work anymore on the document.The penholder should
>> not be so attached to the original language he provided. Despite being even
>> disagreed with by two fc members, this keeps happening.  I provided
>> alternatives for the loaded word of SPV (made a typo in previous email,
>> mistakes happen) it should be removed and I provided reasons and it was
>> supported.
>>
>> Let's have a meeting. But if we are going to argue over the same things
>> that I have argued over multiple times provided reasonings and provided
>> alternative language and it was put up for public comment and again members
>> on Google doc agreed,  then I'm afraid even a meeting won't be fruitful.
>> Unless there are new solutions by other FC members. Also I am concerned
>> that other FC member refrain  from inviting those involved with drafting
>> ncsg charter to being their rational and opinions.
>>
>> Dont forget that NCSG EC has to review the operating procedures. If
>> anything goes against the charter now or not clear, then EC might not
>> approve it.Please don't frame this as a threat as you did in previous
>> communications, I did try to help, and spent a lot of time on this so
>> doesn't mean I have not been cooperative or not wanting FC to succeed, it
>> doesn't matter who would be chair in the future, EC members will look at
>> this document critically.
>>
>> Another note: if this OP gets approved with no substantive changes, its
>> enforcement in the future will see challenges if it is not in line with the
>> charter and unreasonable. I am trying to help. My efforts might be framed
>> as blo.cking progress. But I have had to experience with drafting multiple
>> ops and I have no skin in the game And want  things go smoothly. You can
>> either choose to look at alternatives and another lens, or just emphasize
>> your previous positions.
>>
>>
>>
>>
>>
>> On Sat, Jul 28, 2018 at 9:56 PM Remmy Nweke <remmyn at gmail.com> wrote:
>>
>>> Dear Farzaneh and happy Sunday to us all.
>>>
>>> Thanks again for your responses.
>>>
>>> In finance or financial report, and based on the Charter specification,
>>> financial reporting/statement does not preclude any particular income but
>>> inclusive. So, whether ICANN reported on it from point of expenditures,
>>> there is nothing to show that from the NCSG end or financial books that the
>>> funds or income were judiciously used according to ICANN books and that is
>>> why simple statement is required to state NCSG position among other
>>> inflows/income and expenditures.
>>>
>>> Audit does not mean two things in Finance or Accounting but simple
>>> examination of the books, ask relevant questions and get clarifications
>>> where necessary. Its not a judgement desk, just in fulfillment of  a
>>> process inline with guidelines. No one should be intimidated by word
>>> "audit".
>>> Our current leaders may be doing well now but how do you ensure checks
>>> and balances of the books of accounts.
>>>
>>> 2. Joan was not the only one, Renata also did, are you now saying they
>>> are not members of NCSG because they are chair of Cs today among others?
>>>
>>> 3. The truth is that Charter interpretation is good but does not require
>>> drafters to do so. And why I rejected that idea is that the current
>>> responsibility as far as the Charter is concerned including near right
>>> interpretation and implimentation of right decisions does not require
>>> drafters engagement and as far as I am concerned is belittling to say the
>>> least.
>>> At least it was not written in some foreign language but English and I
>>> am sure we all understand English well enough to interprete it.
>>>
>>> What I think we should do is to have a meeting, discuss any session, and
>>> vote on them and move on.
>>>  Whatever is the outcome should bind us all and case closed including
>>> the sharing formula, which was what I suggested abni tio.
>>>
>>> 5. I did not want to reword it as I thought we should discuss it first
>>> and stated so in my submission before it was shared for comments, which was
>>> also what I canvassed we do before sharing but you refused and now instead
>>> of us discussing it by taking our broader understanding and comments into
>>> consideration where relevant, you removed it.
>>>
>>> What options do you offer to answer the questions I raised than just
>>> removing those contentious sessions?
>>>
>>> It can be reworded based on the agreed terms by FC eventually since the
>>> terms I proposed was not ok by you and few of our colleagues.of which I
>>> have given an idea how to go about it.
>>>
>>> Points of note here is the (1) sharing formula and then (2) method; be
>>> fund shared to Cs as fund come or do Cs apply. Non of these were discussed
>>> as suggested and that is why are here going forth and back.
>>>
>>> 6. I also know in some of my other lives, we have used SPV - Special
>>> Purpose Vehicle, and not SVP, probably you meant a different thing which I
>>> am not aware of; and it worked well for the multi-group. If you have
>>> alternative, can we have it, simple, not mere saying its complicated. now
>>> it has legal means. Does anyone expect FC to do somethings that are not
>>> legal? Like I noted, once we agree on way forward, it could be reworded,
>>> its one of the puzzles we intend solve maybe with ICANN legal, may be since
>>> we cant have session to hear from ICANN legal and community, we can discuss
>>> it via FC meeting focusing on alternate options with ICANN legal in
>>> attendance.
>>>
>>> I have said this before FC functions are tripod assignment (Financial
>>> secretary, Treasurer and auditing).
>>>
>>> You have the mandate to call for review of charter all things equal.
>>>
>>>
>>> I really dont take note of accusations, they are bound to come, the only
>>> thing is ensure you have a good and clean slate. Thanks for reminding us to
>>> take criticism. I am sure we are do so madam chair with your support. I see
>>> it as feedback.
>>>
>>>
>>> Like I said earlier, sending it to list, does not solve bulk of the
>>> problems. The bulk stops with the FC, except if I did not understand the
>>> Charter well. Whatever is done under FC, its members/leaders take
>>> responsibility including accollades and knocks.
>>>
>>>
>>> I hope you understand me better now.
>>>
>>> Best of the week
>>> Remmy Nweke
>>>
>>> On Sat, 28 Jul 2018 7:39 am farzaneh badii, <farzaneh.badii at gmail.com>
>>> wrote:
>>>
>>>>
>>>>
>>>> On Fri, Jul 27, 2018 at 10:56 AM Thato Mfikwe <thatomfikwe at gmail.com>
>>>> wrote:
>>>>
>>>>> Hi Farzii,
>>>>>
>>>>> Please see my responses below in line, thanks.
>>>>>
>>>>> On Fri, Jul 27, 2018 at 4:29 AM, farzaneh badii <
>>>>> farzaneh.badii at gmail.com> wrote:
>>>>>
>>>>>> These are the major points of discussion on FC draft operating
>>>>>> procedures (I might have missed something, so it's not an exhaustive list)
>>>>>>
>>>>>> 1.The charter states that FC should:
>>>>>>
>>>>>>  "Fulfill any other accounting, auditing or other prescribed
>>>>>> financial requirements as set by the ICANN Board of Directors for
>>>>>> organizations within the ICANN structure."
>>>>>>
>>>>>> There are different interpretations of the "audit" function of FC. .
>>>>>> What does the word "audit" mean in the charter? Should NCSG FC have an
>>>>>> "audit" function and what would that function entail?
>>>>>> [those who have commented on the document believed that NCSG  FC does
>>>>>> not have an audit function]
>>>>>>
>>>>> I think the question should be ""what does audit entail?", because the
>>>>> drafters of the Charter knew what the term implied, so the generally
>>>>> accepted definition of auditing is, the process investigating, verifying
>>>>> and scrutinizing financial records to ensure that transactions of an entity
>>>>> are recorded and financial records are accurate and in accordance with
>>>>> applicable rules and regulations, in this case ICANN financial
>>>>> requirements. The FC should be able to appoint and external auditor.
>>>>> I*f members think the FC should not do the audit function, does it
>>>>> now mean the Charter must change? For me, I would sat the FC needs to do
>>>>> and promote the right thing irrespective of unjustified opposition or
>>>>> uninformed opinions because it seems like opposing comments are challenging
>>>>> stipulations of the Charter*.
>>>>> Internal auditing on the other side help the organisation achieve its
>>>>> objectives and is concerned with evaluating and improving effectiveness of
>>>>> risk management, risk control and governance processes, and ensures
>>>>> reliability of financial and management reporting.
>>>>> The audit process follows 6 phases:
>>>>> 1. Agreement on term of engagement - articulation of responsibilities
>>>>> of involved parties and the objective of the audit, access to information
>>>>> and records
>>>>> 2. Preparing an audit plan - planning the audit based on information
>>>>> contained in the documents received
>>>>> 3. Scheduling an open meeting - with management and key admin staff to
>>>>> present the audit scope
>>>>> 4. Fieldwork - taking information from the open meeting to finalize an
>>>>> audit plan. Field work includes but is not limited to, review of procedures
>>>>> and adequacy of internal controls, checking compliance with procedures and
>>>>> policies and discussing problem with the organisation as they arise.
>>>>> 5. Drafting a report - a detailed report of findings of the audit with
>>>>> errors, posting problems, authorized but not yet paid expenses and other
>>>>> discrepancies This report must also have recommendations
>>>>> 6. Closing meeting - discussion of the report, soliciting response
>>>>> from management
>>>>> 7. Following up with management to check if recommendations made were
>>>>> implemented
>>>>>
>>>>
>>>> To prevent uninformed decisions you need to include those who came up
>>>> with the idea of having an FC and interpret it by getting much guidance.
>>>> Without know
>>>> ing the
>>>> background your interpretation will not be informed.
>>>>
>>>>>
>>>>>
>>>>>> 2. The necessity of FC members to Attend ICANN meetings in person
>>>>>> Do FC members have to attend ICANN meetings to be able to carry out
>>>>>> their obligations? i.e. should a travel budget be allocated to them for
>>>>>> this purpose?
>>>>>> [Members who commented do not think that FC should have to attend
>>>>>> ICANN meetings in person, Remmy disagrees on the doc]
>>>>>>
>>>>> Hi Farzii, I also think that the FC should be supported, not only
>>>>> Remmy but also NCUC chair and Bruna. Also bear in mind that not all
>>>>> comments oppose the FC from being supported to attend ICANN meetings,
>>>>> please carefully go through the OP comments as some people, change their
>>>>> opinions around the subject in different sections of the OP.
>>>>>
>>>>
>>>> I don't know what you mean by ncuc chair and Bruna being supported. You
>>>> mean to attend meetings?.
>>>>
>>>>>
>>>>>
>>>>>> 3. Should FC provide oversight management/monitoring of its
>>>>>> constituencies and propose a budget for its constituencies? [members who
>>>>>> commented think not and that it's outside of its remit]
>>>>>>
>>>>> Any monies that belongs to NCSG  will be managed by the FC
>>>>>> irrespective of where it is kept and secondly how will fair and equitable
>>>>>> allocation of allocation to constituencies be determined if the FC does not
>>>>>> have access to constituency financial records or reports. The FC cannot
>>>>>> manage but there needs to be some level of monitoring, as the Charter does
>>>>>> not require this but necessitates it
>>>>>>
>>>>>
>>>> Yes only NCSG money. And finance committee will be involved only to
>>>> make sure we are OK fiscally.
>>>>
>>>>>
>>>>>> 4. Members raised: There should be accountability measures predicted
>>>>>> in the charter for the finance committee. What are our plans to address
>>>>>> this issue?
>>>>>>
>>>>> We can take it back to them, find out how they want to hold the FC
>>>>> accountable and we can take it from there.
>>>>>
>>>>>>
>>>>>> 5. Allocation of funds. based on Remmy's suggestion of
>>>>>> 40%NCUC-40%NPOC-20%FC was not received well by those who commented, so I
>>>>>> removed it and added the previous language I had suggested.
>>>>>>
>>>>> The application process that still needs a criteria is more suitable
>>>>>
>>>>
>>>> Yes and EC can come up with it. FC only monitors it with regards to how
>>>> it is allocated fiscally. No substantive supervision
>>>>
>>>>
>>>>>
>>>>>
>>>>>> 6. SVP is a complicated term, I removed it, members who commented
>>>>>> agreed on its removal.
>>>>>>
>>>>> I agree with this removal but there were few sections (remove point
>>>>> II, IV & edit of #V), I commented on V on the OP draft with an alternative
>>>>> solution that would benefit the FC
>>>>>
>>>>
>>>> We agreed before the drafting was shared with mailing l
>>>> ist on this, don't know why it's kept in the document. I think Remmy
>>>> should have removed it.
>>>>
>>>> I was trying to help. But if the FC members want to insist on the
>>>> operating procedures as they are, unfortunately I cannot provide anymore
>>>> guidance and cannot repeat myself so many times. If you don't agree, you
>>>> don't reword nor come up with another suggestion, I will not be able to
>>>> help.
>>>>
>>>>
>>>>
>>>>
>>>>>
>>>>>>
>>>>>>
>>>>>>
>>>>>>
>>>>>>
>>>>>> Farzaneh
>>>>>>
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>> --
>> Farzaneh
>>
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