[At-Large] Confidentiality

[Karl Auerbach]

On 12/18/2013 05:23 PM, Alan Greenberg wrote:
> ...The Board operates almost completely outside of public view...

Which is something that any board member is free to change without
consent of the rest of the board.

When I was on the board I published to the public a diary of the
majority of actions I took as a board member.  This diary described the
issues, the inputs, my criteria, and my decision making process. I made
a point of doing this only for myself; I did not describe the criteria,
process, or arguments of other board members.  That diary is still
on-line: http://www.cavebear.com/archive/icann-board/diary/index.htm

Because board members are subject to considerable personable risk to
their personal assets by virtue of sitting on a board of directors, such
as ICANNs, their legal counsel[*] may well recommend that such a diary
be kept, at least privately, in order to reduce the risk of liability.
(Despite urban legend to the contrary, corporate E&O insurance can not
and does not cover all risks.)

[*] By-the-way, corporate counsel is most decidedly not a board member's
own legal counsel.  Corporate counsel's obligation is to the corporation
not to the individual board member.  No person should consider taking a
seat on a board of directors without getting advice from their own legal
counsel.

	--karl--