[At-Large] Voting seat for CEO Was: Re: ICANN75: Mandatory Funded Traveler Registration for Roberto Gaetano
Karl Auerbach
karl at cavebear.com
Wed Jul 27 19:42:41 UTC 2022
I agree with you that the voice of the President of a corporation is
often a voice that ought to be heard and considered by the board of
directors.
However, a President that is allowed to sit at, hear, and contribute to
meetings of the board is not not the same as a President who can do
those things *and* vote.
Many, but not all, corporations do find it useful to allow a
President/CEO to be a voting board member.
ICANN, however, has long had an imbalance with a weak board facing a
powerful executive staff.
In such a situation a staff vote, i.e. the President's vote, on the
board, merely increases that imbalance by weakening the chosen board and
strengthening the executive staff.
Were ICANN to have a stronger board - a likely result were the board
picked by the public through direct elective processes - then perhaps
the President could have a vote. But given the present institutional
board selection process it is unwise to increase the staff/executive
dominance.
--karl--
On 7/27/22 11:19 AM, Seun Ojedeji wrote:
> Hello Roberto,
>
> Just as you've noted instances where the CEO may be embarrassed if an
> issue he voted went a different direction, there are instances that I
> believe the CEO will be glad he contributed his voice through voting.
>
> The CEO's vote is just 1 out of the other votes to be cast hence if
> his vote made a difference then you know it's a really contentious
> matter. In an organisation as ICANN it's not good practice to put the
> face of the organisation (i.e the CEO in an observer role - non voting).
>
> That said, most reasonable CEOs don't actively use their voting right
> towards a direction, they largely abstain but I think the CEO should
> have the opportunity to exercise his opinion through voting when he
> considers it necessary.
>
> Regards
>
> Sent from my mobile
> Kindly excuse brevity and typos
> Every word has consequences.
> Every silence does too!
>
> On Wed, 27 Jul 2022, 10:42 Roberto Gaetano via At-Large,
> <at-large at atlarge-lists.icann.org> wrote:
>
> Karl,
>
> Following on your “off-topic” (I changed the subject line) I wold
> like to add a bit of history.
>
> You wrote:
>>
>> A lot of our BWG proposals are still quite relevant, for
>> instance, not putting the President/CEO into a seat on the board
>> of directors ….
>>
>
> When I was chairing the Board Review WG, I argued against having
> the CEO as a voting member rather than ex-officio observer.
> Besides any governance model, having to vote on issues that he
> would have been called to execute could put the CEO in an
> embarrassing position: what if he voted against, and the motion
> passed? This was, IMHO, not just a theoretical exercise, but
> something that could really happen on politically sensitive
> issues, like the .xxx delegation (in that case, Paul abstained,
> and the application was rejected by one or two votes).
>
> My approach was considered, but the Chair argued that for the
> current CEO the provision was built in the contract, and could not
> be changed, but this would have been taken into account for the
> next CEO. Then I left the Board, and lost track of the later
> events, but it looks that the situation still remains unchanged.
>
> Cheers,
> Roberto
>
>
>
>
>> On 26.07.2022, at 21:39, Karl Auerbach via At-Large
>> <at-large at atlarge-lists.icann.org> wrote:
>>
>> I'm going to be somewhat diverging from the main topic....
>>
>> On 7/26/22 8:14 AM, Marita Moll wrote:
>>>
>>> And so it is with ICANN. It exists -- a unique multistakeholder
>>> governance system. Lots of things wrong with it. But it exists.
>>> So, for those who want to, they can keep working at it, keep
>>> looking for improvement, keep challenging the system.
>>>
>> I've long been in opposition to the "stakeholder" model of
>> governance. I was horrified when I first saw it just after Jon
>> Postel died, and became more horrified watching Joe Sims of Jones
>> Day ramming it down our collective throats. In the Boston
>> Working Group proposal for "NewCo" we tried to mitigate some of
>> the worst aspects.
>>
>> See https://cavebear.com/archive/bwg/ for the Boston Working
>> Group proposals.
>>
>> A lot of our BWG proposals are still quite relevant, for
>> instance, not putting the President/CEO into a seat on the board
>> of directors and moving some ICANN powers into the Articles of
>> Incorporation and requiring exercise of those powers to be
>> approved by more than merely the board (in those days that larger
>> body could have been "the members" but ICANN sank that ship long
>> ago - but it can be, and ought to be, re-floated.)
>>
>> My most recent piece in opposition to stakeholder based systems
>> may be found here:
>>
>> Democracy Versus Stakeholderism -
>> https://www.cavebear.com/cavebear-blog/stakeholder_sock_puppet/
>>
>> --karl--
>>
>>
>> _______________________________________________
>> At-Large mailing list
>> At-Large at atlarge-lists.icann.org
>> https://atlarge-lists.icann.org/mailman/listinfo/at-large
>>
>> At-Large Official Site: http://atlarge.icann.org
>> _______________________________________________
>> By submitting your personal data, you consent to the processing
>> of your personal data for purposes of subscribing to this mailing
>> list accordance with the ICANN Privacy Policy
>> (https://www.icann.org/privacy/policy) and the website Terms of
>> Service (https://www.icann.org/privacy/tos). You can visit the
>> Mailman link above to change your membership status or
>> configuration, including unsubscribing, setting digest-style
>> delivery or disabling delivery altogether (e.g., for a vacation),
>> and so on.
>
> _______________________________________________
> At-Large mailing list
> At-Large at atlarge-lists.icann.org
> https://atlarge-lists.icann.org/mailman/listinfo/at-large
>
> At-Large Official Site: http://atlarge.icann.org
> _______________________________________________
> By submitting your personal data, you consent to the processing of
> your personal data for purposes of subscribing to this mailing
> list accordance with the ICANN Privacy Policy
> (https://www.icann.org/privacy/policy) and the website Terms of
> Service (https://www.icann.org/privacy/tos). You can visit the
> Mailman link above to change your membership status or
> configuration, including unsubscribing, setting digest-style
> delivery or disabling delivery altogether (e.g., for a vacation),
> and so on.
>
-------------- next part --------------
An HTML attachment was scrubbed...
URL: <https://atlarge-lists.icann.org/pipermail/at-large/attachments/20220727/6fd00cf5/attachment.html>
More information about the At-Large
mailing list