5 June 2014
The IAB appreciates the opportunity to respond to the proposed Bylaw revisions on ICANN Board compensation, and the comments already received on the proposal. We would like to express a note of caution.
The Towers Watson April 2014 Report on ICANN Board Compensation explicitly excludes non-voting liaisons (“Liaisons”, following the ICANN Bylaws) from its discussion. We certainly recognize that Liaisons make a similar commitment of time and effort to the Board as regular voting Board members (“Directors”). But there are key differences between Liaisons and Directors, one being that only Directors can vote. Only Directors can be held responsible for the Board’s decisions. Liaisons also maintain an ongoing duty to report and respond to their sponsoring community.
Article VI of the Bylaws makes this perfectly clear in Section 1, and Section 9 item 5 makes clear that Liaisons have access to the same materials as Directors only under conditions established by the Directors.
We are aware that, historically, the Board has treated Liaisons approximately as equals, which is why the commitment from Liaisons is usually as great as that of other Directors. We note, in fact, that the perception seems to be widely shared: public comments refer to these positions as “non-voting Board members” or “Board members, including Liaisons”. We therefore wonder whether the current compensation proposal is a first step in altering the definition of Liaisons more generally. If that is to be the case, we think it would be wise to have a full discussion about all such changes at once, rather than attempting to do so piecemeal. It is already a little curious that the IETF has a mechanism to appoint a Liaison but does not actually have the power to remove that Liaison except at the time of the annual meeting. If in the future the IETF is really going to be appointing some kind of voting Board member, we would like to be in a position to analyze all the consequences at once.
We are therefore reluctant to support a plan to compensate Liaisons as though they are Directors, due to the different status under the Bylaws of each. We would like to understand what, if any, future plans there might be about the structure of the Board in order to understand the ramifications of this potential change.