I have deleted the ongoing discussion on questions for the Board session 
to focus on Farzaneh's good questions.

On 3/8/2017 9:32 AM, farzaneh badii wrote:
> 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
> 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?
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.

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.

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.

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.

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.

Sam Lanfranco  npoc/csih