[log in to unmask]" type="cite">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 anyHowever 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.
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?
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