[council] Conflicts of Interest

["Bruce Tonkin" <Bruce.Tonkin@xxxxxxxxxxxxxxxxxx>]

Hello All,

The GNSO Council does not have a conflict of interest policy.

The ICANN bylaws do have section on conflict of interest:
>From Section 6, Article VI (Board of Directors)

"The Board, through a committee designated for that purpose, shall
require a statement from each Director not less frequently than once a
year setting forth all business and other affiliations which relate in
any way to the business and other affiliations of ICANN. 

Each Director shall be responsible for disclosing to ICANN any matter
that could reasonably be considered to make such Director an "interested
director" within the meaning of Section 5233 of the California Nonprofit
Public Benefit Corporation Law ("CNPBCL"). 

In addition, each Director shall disclose to ICANN any relationship or
other factor that could reasonably be considered to cause the Director
to be considered to be an "interested person" within the meaning of
Section 5227 of the CNPBCL. 

The Board shall adopt policies specifically addressing Director,
Officer, and Supporting Organization conflicts of interest. No Director
shall vote on any matter in which he or she has a material and direct
financial interest that would be affected by the outcome of the vote."

The board has a conflicts of interest committee, see:
http://www.icann.org/committees/coi/

The Board's conflict of interest policy (dated March 1999) is available
at:
http://www.icann.org/committees/coi/coi-policy-04mar99.htm 

There is not yet a conflict of interest policy for the Council members
of Supporting Organisations.

Now there is some debate about whether a member of the Council has an
equivalent requirement with regard to voting rules as a Board director,
as the Council merely makes recommendations - and such recommendations
need to be approved by the Board.

However I do think that in the interests of openness and transparency
that the GNSO Council should follow at least these two concepts in the
Board's conflict of interest policy:

(1) At least annually provide a standing statement setting forth all
business and other affiliations which relate in any way to the business
and other affiliations of the ICANN legal entity.

(2) With respect to any particular matter then pending before the
Council, each Council member should disclose any relationship or other
factor that could reasonably be considered to cause the member to be
considered to be an "Interested Person," as defined above.

Interested person would be basically anyone that has been involved with
a legal entity that has a transaction, contract or other arrangement
with the ICANN legal entity within the past 12 months.  See the Board's
policy for further information.

Examples could include:

- consulting work done for ICANN
- consulting work done for a gtld or cctld registry, or current
applicant to become a gtld or cctld registry
- consulting work done for a registrar
- employment with a registry or registrar





I recommend that the GNSO Council maintain a page on the GNSO website
that carries the annual statement from each Council member.  When a new
Council member is appointed, I would ask the GNSO Secretariat to request
a statement.  I would also ask the GNSO Secretariat to contact Council
members with regard to updating their statements once a year.

I see this being a voluntary initiative as there doesn't seem to be any
explicit bylaw requirements.

Regards,
Bruce Tonkin