Guidelines for Good Faith - Meeting #5 (23 November 2016 @ 19:00 UTC)
- Yvette Guigneaux
Sub-group Members: Alan Greenberg, Cheryl Langdon-Orr, Julf Helsingius, Lito Ibarra, Lori Schulman, Thomas Rickert (7)
Staff: Bernard Turcotte, Laena Rahim, Yvette Guigneaux
Apologies:
** If your name is missing from attendance or apology, please send note to acct-staff@icann.org **
Transcript
Recording
Agenda
1. Introduction, SOI, roll call
2. Response from Legal Group re: potential conflict of interest
3. Annotated First Draft Guidelines – Google Doc
https://docs.google.com/document/d/1cXLh-YGFQ-XBKG-2b72oSG8rgXgfMsfPBvywK8BSLdM/edit
- One comment posted 10-25-16 on google doc listed below:
“Per Sam LanFranco, Part 1) is a description of a reasonable and adequate evidence based process.
However, sub-items a. and c. in Part 2) are extremely problematic with regard to establishing expectations beyond very general terms of board conduct, especially with regard to specific SO/AC interests.
It is hard to conceive of anything other than either some endless list of specific expectations or a general expectation (similar to that of physicians) of “do no harm”. I suspect that the bulk of the work here should focus proper attention to 2) d. and common procedures. Over time that would result in something akin to “case law” in defining the boundaries of bad conduct on the part of Board members.”
4. Proposed changes to annotated draft based on feedback from Hyderabad?
5. AOB
Notes
I. Introduction, SOI, roll call
Lori Shulman: We have received a response from ICANN Legal as to a possible conflict of interest with them reviewing our documents. The essentially have said no and I agree with this response for the moment. Would like to reach out to Sam Eisner on drafting questions given discussions from Hyderabad - the issue of verifiable facts leads to cause which generates concern.
Cheryl Langdon-Orr (CLO): That could be a nice "informal" approach Lori
Thomas Rickert: Agree with CLO. Review of WS1 work around removing a sitting ICANN Director. We cannot have a list of reasons - we are looking for guidelines to be used such as the language - for no cause - removing a Director by not using discriminatory language or insulting. Also if facts are stated or references made these should be verifiable.
Cheryl Langdon-Orr (CLO): and Sam is an excellent asset and great resource... good to work with IMO
II. Annotated First Draft Guidelines – Google Doc
https://docs.google.com/document/d/1cXLh-YGFQ-XBKG-2b72oSG8rgXgfMsfPBvywK8BSLdM/edit
Lori Shulman: Possibly need to remove a,b,c from 2 or at the very least clarify b. As to b we need to be clear on expectations of Board members.
Cheryl Langdon-Orr (CLO): I see the points raised on that 'cause' issue raised by Sam and see that just a modified 2C.can work becoming an a.
Alan Greenberg: Its not an issue of fairness - under California law they can be removed for any reason.
Thomas Rickert, CCWG Co-Chair: One test we have to pass is that we do not undo WS1 recommendations. Therefore the question of fairness, if at all, is not relevant as this is a requirement from WS1.
Julf Helsingius: I am confused - I assumed anyone could *suggest* a board member can be removed, but to actually remove a board member you still need a majority of the empowered community?
Thomas Rickert, CCWG Co-Chair: The Board members know the rules of the game and they know they can be removed at any time for any reason.
Julf Helsingius: And yes, as a board member in a bunch of companies, I can be removed at any point if shareholders don't like me.
Cheryl Langdon-Orr: Agree with AG. A director should not be surprized that an SOAC or the Empowered Community can remove them for no reason.
Alan Greenberg: Pretty hard to imagine that this would occur without any warning for a director. Trying to remove a director from the ALAC would be a long and very public process. As a Nomcom director it has to be public. SOACs have to make a decision as a group this is not one person making a decision in secret.
Lori Schulman: maybe we need to concentrate on process vs causes. If a reason is given it should be fact based and verifiable.
Alan Greenberg: To use my purple pants rationale, if in fact the person never wore pants that can be considered purple, then I would not be indemnified...
Lori Schulman: We need to dial down the language on cause and we need to focus on process.
Cheryl Langdon-Orr: support this.
Alan Greenberg: we cannot hope to have detailed processes for SOACs each of these is very different.
Bernard Turcotte: AG looking at very have level playbook or dos and donts that would apply to all to add depth and colour to the removal process agreed to in WS1.
III. Proposed changes to annotated draft based on feedback from Hyderabad?
IV. AOB
Action Items
Lori Schulman: Action Items for LS reach out to SE. Reread WS1 processes. Redo a version of this draft. I have two weeks of intensive travels coming up. Should we have another call before the end of the year? confirm December 14th meeting. Still expecting a comment from the Board as promised.
Lito Ibarra: I have been talking about this at the Board and things seem ok.
Documents Presented
WS2GuidelinesforGoodFaithRoughAnnotatedDraft10-18-16.pdf
Chat Transcript
Yvette Guigneaux: Welcome all to the WS2 - Guidelines for Good Faith Subgroup |Meeting #5 Wednesday, 23 November @ 19: 00 UTC!
Bernard Turcotte Staff Support: hello all
Bernard Turcotte Staff Support: top of the hour
Julf Helsingius: Sounds good!
Julf Helsingius: No issue with it
Yvette Guigneaux: Do you need the response displayed Lori? we do have it uploaded
Lori Schulman: sure
Yvette Guigneaux: Scrolling available for all
Cheryl Langdon-Orr (CLO): That could be a nice "informal" approach Lori
Alan Greenberg: Sorry. to be late.
Cheryl Langdon-Orr (CLO): and Sam is an excellent asset and great resource... good to work with IMO
Yvette Guigneaux: Scrolling available if need be
Julf Helsingius: thanks
Yvette Guigneaux: Here was the comment posted on the google doc:
Yvette Guigneaux: • One comment posted 10-25-16 on google doc listed below: “Per Sam LanFranco, Part 1) is a description of a reasonable and adequate evidence based process. However, sub-items a. and c. in Part 2) are extremely problematic with regard to establishing expectations beyond very general terms of board conduct, especially with regard to specific SO/AC interests. It is hard to conceive of anything other than either some endless list of specific expectations or a general expectation (similar to that of physicians) of “do no harm”. I suspect that the bulk of the work here should focus proper attention to 2) d. and common procedures. Over time that would result in something akin to “case law” in defining the boundaries of bad conduct on the part of Board members.”
Cheryl Langdon-Orr (CLO): I see the points raised on that 'cause' issue raised by Sam and see that just a modified 2C.can work becoming an a.
Yvette Guigneaux: Hand up from Alan & Cheryl
Thomas Rickert, CCWG Co-Chair: One test we have to pass is that we do not undo WS1 recommendations. Therefore the question of fairness, if at all, is not relevant as this is a requirement from WS1.
Julf Helsingius: I am confused - I assumed anyone could *suggest* a board member can be removed, but to actually remove a board member you still need a majority of the enpowered community?
Thomas Rickert, CCWG Co-Chair: The Board members know the rules of the game and they know they can be removed at any time for any reason.
Julf Helsingius: And yes, as a board member in a bunch of companies, I can be removed at any point if shareholders don't like me.
Cheryl Langdon-Orr (CLO): exactly
Cheryl Langdon-Orr (CLO): stepping away from AC but have the audio channel open still
Cheryl Langdon-Orr (CLO): Where did the concept of 'secret action' come from???
Julf Helsingius: Ok, but that only applies to the director appointed by the AC/SO
Cheryl Langdon-Orr (CLO): still no chance of 'secret' though
Yvette Guigneaux: Aye aye aye
Yvette Guigneaux: lol
Alan Greenberg: To use my purple pants rationale, if in fact the person never wore pants that can be considered purple, then I would not be indemified...
Cheryl Langdon-Orr (CLO): Just don't call Bernie 'late for dinner or drinks' Lori
Cheryl Langdon-Orr (CLO): flash back to CcNSO FOI Bernie nThx *shudder*
Cheryl Langdon-Orr (CLO): maybe 1 more before EOY "holiday /silly Season'
Alan Greenberg: 'M AT igf ALSO
Alan Greenberg: To translate that, "I'm at IGF also"
Lito Ibarra: Thank you all. Good discussion.
Julf Helsingius: Thanks, you too!
Cheryl Langdon-Orr (CLO): good call thanks everyone... Talk more on the 14th.. Bye for now then...
Bernard Turcotte Staff Support: b ye all
Lori Schulman: Thanks everyone.