Re: [council] Conflicts of Interest

[Sophia B <sophiabekele@xxxxxxxxx>]

Tom, all...

Please note my earier response below:

 "....In any case, my reference to SOX was purely to disclose my experience
in working in areas that we are currently dealing with i,e COI, transparency
etc... it is not to suggest the adaption of SOX within ICANN at all,  and
I agree it is very cumbersome, if we adapt it."

Despite,  if we pursue the path of COI in the future, I will suggest some
ideas, which would be quite relevant.  Like the sayiing, we will cross the
bridge when we come to it.

Thanks
Sophia


On 23/01/06, Thomas Keller <tom@xxxxxxxxxx> wrote:
>
> Sophia, all,
>
> not being familiar with the Sarbanes-Oxley Act (which seems to be some
> US legislation with no relevance in Germany) I find it very hard to
> judge whether it would be worthwile to consider them for adoption. From
> my point of view a declaration of interest of each councilor paired with
> the knowledge of what Constituency they represent should achieve a level
> of transparency adequate to judge and understand the varios
> argumentations.
> Being all representatives of interest groups that is probably as objective
> as it can get. Thought of the limited resources we have I would rather
> use them for the tasks we have already on our agenda (at least for the
> time being).
>
> Best,
>
> tom
>
> --
>
> Thomas Keller
>
> Domain Services
> Schlund + Partner AG
> Brauerstrasse 48                        Tel. +49-721-91374-534
> 76135 Karlsruhe, Germany                Fax  +49-721-91374-215
> http://www.schlund.de                   tom@xxxxxxxxxx
>
>
> Am 23.01.2006 schrieb Sophia B:
> > Maria,
> >
> > My previous  clarificatiion to Marilyn: Thanks.
> > -------------------
> >
> >  Marilyn,
> >
> > Your intrigue is well taken.  You are right in that the Sarbanes-Oxley
> Act
> > (SOX)  and was passed by Congress in 2002.  It also  affects
> publicly-traded
> > companies.  However, the spate of recent problems in non-profit
> > organizations has led to legislative proposals to extend the provisions
> of
> > SOX to non-profits.    The two areas of SOX applicable to nonprofits are
> the
> > rules relating to document destruction and whistle-blower protection.
> >
> > In any case, my reference to SOX was purely to disclose my experience in
> > working in areas that we are currently dealing with i,e COI,
> transparency
> > etc... it is not to suggest the adaption of SOX within ICANN at
> all,  and
> > I agree it is very cumbersome, if we adapt it.   Although at a high
> level,
> > we should be looking at SOX from the perspective of future
> compliance.  As I
> > mentioned above, SOX for non-profit would be a future mandate.  Also see
> > this link below just to give you an idea as to where SOX is at for
> > non-profits.
> >
> http://www.usaid.gov/our_work/cross-cutting_programs/private_voluntary_cooperation/conf_budak.pdf#search='sarbanesoxley%20for%20nonprofits
> '
> >
> >
> > Regarding our immediate concern of 'statement of interest', the policy
> > definition of SOX would also NOT be out of scope, but may not directly
> apply
> > to this particular subject.  I am sort of intrigued on how we can
> implement
> > a transparent policy, where the organization's structure is made of
> > 'interested parties'.  That is a perplexing problem and I shall be
> thinking
> > about that.
> >
> > As for my consulting business, it is not subject to SOX, since it is a
> > private company, but most of the work we are currently doing in the US
> is
> > providing consultancy in this area.   Therefore, I maybe wearing my SOX
> most
> > of the time.  Certainly for ICANN, we are not there yet.
> >
> > I hope I have clarified myself.
> >
> > Sophia
> >
> > On 23/01/06, Maria Farrell <maria.farrell@xxxxxxxxx> wrote:
> > >
> > > All,
> > >
> > > Just my two cents; my understanding of Sarbanes Oxley is that it is
> only
> > > applicable to publicly listed companies listed in the US. I could be
> wrong,
> > > of course, and will check that out.
> > >
> > > The policy staff is meeting early this week to assess and coordinate
> our
> > > current workloads.  But, as always, we will prioritise according to
> > > Council's set priorities and support the work that Council wants done.
> > >
> > > all the best, Maria
> > >
> > >  ------------------------------
> > > *From:* owner-council@xxxxxxxxxxxxxx [mailto:
> owner-council@xxxxxxxxxxxxxx]
> > > *On Behalf Of *ICANNSoph
> > > *Sent:* Sunday, January 22, 2006 8:19 PM
> > > *To:* Marilyn Cade
> > > *Cc:* Maureen Cubberley; Cubberley, Maureen (CHT); ross@xxxxxxxxxx;
> Bruce
> > > Tonkin; council@xxxxxxxxxxxxxx
> > > *Subject:* Re: [council] Conflicts of Interest
> > >
> > >
> > >  Interesting comments by Ross and Marilyn re: implementing true
> standards
> > > of objectivity as well as ICANN's nature of business which is based on
> > > "interest:  seem to be in conflict of our perusal of COI policy at the
> GNSO
> > > level and leaves us to a challenge of devising a specialized
> statement.
> > >
> > > The "testing" of Sarbane-Oxley need not apply to ICANN at all, but the
> > > principles behind the legislation, is the cornerstone of what we are
> trying
> > > to accomplish, i.e transparency and accountability as well as the
> > > statement of interest.  "Testing" can only be performed after policies
> have
> > > been put in place and that should be an independent committee work.
> > >
> > > In any case, given ICANN's mission and role, I agree with Ross that we
> > > start with a statement of interest and work with transparency based
> rules as
> > > the next step.   As for launching it a work initiative, if we at least
> know
> > > what should not be included, which seem to be what Ross and Marilyn
> have
> > > suggested, I doubt it would be a cumbersome requirement.  But then
> again, I
> > > am the new Councilor!.
> > >
> > > Sophia
> > >
> > > On 22/01/06, Marilyn Cade <marilynscade@xxxxxxxxxxx> wrote:
> > > >
> > > >  So, far, then it's Sophia, Marilyn and Maureen who have
> volunteered.
> > > > But I have a request before there is any creation of a small working
> group
> > > > or even an initiative– discussion and prioritization, consideration
> of what
> > > > is feasible, and staff support needs.
> > > >
> > > > In addition to our own discussion, I do suggest that we discuss this
> > > > with the General Counsel of ICANN. We need to considering our work
> > > > priorities – everything is important, and there are practicalities
> to
> > > > consider before launching a work initiative. We have a Operational
> Plan and
> > > > an emerging StratPlan for the Council. As we come up with great
> ideas for
> > > > more work initiatives, we should consider how they fit into the
> overall work
> > > > plan and priorities – and even perhaps maybe part of other work
> initiatives
> > > >
> > > >
> > > > It is easy to launch new initiatives, and we need to consider
> resourcing
> > > > of our staff support as well. I would think that we would want to
> have a
> > > > discussion with the GC and also perhaps discuss with the ccNSO, how
> they see
> > > > addressing this issue.
> > > >
> > > >   Just a comment: A discussion with the GC is essential. Sarbanes
> Oxley
> > > > is a rather burdensome "test", and not really developed quite for
> the
> > > > "organization" that ICANN is. Further, ICANN 's community, and its
> leaders
> > > > and its participants will by nature have many many interests. – and
> thus
> > > > there will by nature be conflicts. Understanding whether these are
> of the
> > > > nature that require recusing oneself from a vote, versus the need to
> fully
> > > > disclose the relationships  -- for instance, councilors may have
> clients who
> > > > have interests in the policy outcome – that would by nature be all
> > > > registrars and all registries – and many others within the
> constituencies.
> > > > That isn't a bad thing. But should be a transparent thing.
> > > >
> > > > As we all know, it isn't only financial commitments that bring
> conflicts
> > > > of interest, and that influence "interests".
> > > >
> > > > So, even though we have three volunteers, I suspect that we should
> > > > really have a discussion with the full council before we hove off
> into a
> > > > working group, and we need to understand the priorities of work,
> what
> > > > resources are needed, whether this is part of our changes of council
> before
> > > > we complete "review", etc.
> > > >
> > > > Still, I'm volunteering.
> > > >
> > > > Grant, can you also post the InternetNZ Councilor's process to the
> email
> > > > string – just for informational purposes?
> > > >
> > > >
> > > >
> > > > Marilyn
> > > >  ------------------------------
> > > >
> > > > *From:* owner-council@xxxxxxxxxxxxxx [mailto:
> > > > owner-council@xxxxxxxxxxxxxx] *On Behalf Of *ICANNSoph
> > > > *Sent:* Saturday, January 21, 2006 9:04 PM
> > > > *To:* Maureen Cubberley
> > > > *Cc:* Marilyn Cade; Cubberley, Maureen (CHT); ross@xxxxxxxxxx; Bruce
> > > > Tonkin; council@xxxxxxxxxxxxxx
> > > > *Subject:* Re: [council] Conflicts of Interest
> > > >
> > > >
> > > >
> > > > Bruce,
> > > >
> > > >
> > > >
> > > > I also want to share my experience in working in the development and
> > > > implementation of conflict-of-interest (COI) issues within my career
> in
> > > > Audit and recently, within the framework of Sarbane-Oxley
> legislation in
> > > > various orgs, which should be useful for us.  I would like to
> volunteer
> > > > along with Maureen in contributing on the proposed task force for
> the design
> > > > of COI.
> > > >
> > > >
> > > >
> > > > Basically, COI exist when professional judgement concerning one
> interest
> > > > tend to be unduly influenced by another interest, be it within
> individuals
> > > > or institutions.  Despite anyone's profit or gain, the appearance of
> COI (as
> > > > we say in Audit) is as destructive of confidence as actual gain or
> profit.
> > > >
> > > > In our case, while not a regulatory mandate, it would be an
> > > > institutional statement of ethical standards based upon the act of
> total
> > > > objectivity with regards to ICCAN's interest.
> > > >
> > > >  Regards,
> > > >
> > > > Sophia
> > > >
> > > >
> > > >
> > > >
> > > >
> > > >
> > > >
> > > > On 21/01/06, *Maureen Cubberley* < m.cubberley@xxxxxxxxxxxx > wrote:
> > > >
> > > > During my CIRA Chair days, we developed a conflict of interest
> policy,
> > > > with the assistance of one of the country's leading legal firms.
> Ross, would
> > > > CIRA be willing to share its policy with the Council?
> > > >
> > > >
> > > >
> > > > Maureen
> > > >
> > > >
> > > >
> > > >  ----- Original Message -----
> > > >
> > > > *From:* Marilyn Cade <marilynscade@xxxxxxxxxxx>
> > > >
> > > > *To:* 'Cubberley, Maureen (CHT)' <MCubberley@xxxxxxxxx> ;
> > > > ross@xxxxxxxxxx ; 'Bruce Tonkin' <Bruce.Tonkin@xxxxxxxxxxxxxxxxxx>
> > > >
> > > > *Cc:* council@xxxxxxxxxxxxxx
> > > >
> > > > *Sent:* Friday, January 20, 2006 3:38 PM
> > > >
> > > > *Subject:* RE: [council] Conflicts of Interest
> > > >
> > > >
> > > >
> > > >
> > > > I'm also interested in supporting the development of an effective
> > > > Interest
> > > > Statement, and a discussion of what creates a conflict that requires
> a
> > > > recusement, versus a disclosure. Also, we should examine how we
> > > > implement
> > > > such a program.
> > > >
> > > > Grant has shared with the BC the way that InternetNZ addresses, and
> > > > perhaps
> > > > there are other useful models also about to quickly get a sense of.
> > > >
> > > > Marilyn
> > > >
> > > > -----Original Message-----
> > > > From: owner-council@xxxxxxxxxxxxxx [mailto:
> owner-council@xxxxxxxxxxxxxx]
> > > > On
> > > > Behalf Of Cubberley, Maureen (CHT)
> > > > Sent: Friday, January 20, 2006 11:04 AM
> > > > To: ross@xxxxxxxxxx; Bruce Tonkin
> > > > Cc: council@xxxxxxxxxxxxxx
> > > > Subject: RE: [council] Conflicts of Interest
> > > >
> > > > Bruce and Ross,
> > > >
> > > > Thanks Bruce for bringing this proposal forward.  I too think this
> is an
> > > > excellent idea, and Ross, I agree with your further analysis. In
> > > > particular, I agree that the GNSO council should move ahead with a
> > > > conflict of interest policy, and an appropriate process to accompany
> it.
> > > >
> > > > As you know, this is an issue that I brought up at the meeting in
> > > > Vancouver, at which time I cited the Board conflict of interest
> policy
> > > > and asked for clarification as to whether or not it applied to the
> > > > Council.
> > > > Now that we have our clarification, we should move ahead.
> > > >
> > > > I like your" light weight" approach and also the concept of a design
> > > > committee.
> > > >
> > > > I support the idea of adding this to the next agenda, so Bruce, if
> that
> > > > is acceptable and if the Council as a whole agrees to proceed, I
> would
> > > > be pleased to volunteer to work with fellow Councillors on the
> proposed
> > > > "design committee" or with whatever development approach is decided
> > > > upon.
> > > >
> > > > Best regards,
> > > >
> > > > Maureen
> > > >
> > > > -----Original Message-----
> > > > From: owner-council@xxxxxxxxxxxxxx [mailto:
> owner-council@xxxxxxxxxxxxxx]
> > > > On Behalf Of Ross Rader
> > > > Sent: Friday, January 20, 2006 8:57 AM
> > > > To: Bruce Tonkin
> > > > Cc: council@xxxxxxxxxxxxxx
> > > > Subject: Re: [council] Conflicts of Interest
> > > >
> > > > Bruce Tonkin wrote:
> > > >
> > > > > I see this being a voluntary initiative as there doesn't seem to
> be
> > > > any
> > > > > explicit bylaw requirements.
> > > >
> > > > Bruce -
> > > >
> > > > I think this is an excellent proposal. As you know, the registrar
> > > > constituency has had similar practices embodied in its bylaws for a
> > > > number of years.
> > > >
> > > > However, simply because the bylaws is silent on a specific set of
> > > > behaviors, doesn't mean that we can't officially adopt these
> behaviors
> > > > through other means.
> > > >
> > > > I also believe that it is time for the Council of the GNSO to adopt
> some
> > > >
> > > > explicit conflict of interest management processes - but I believe
> they
> > > > should be mandatory. At first, we should proceed cautiously with
> these.
> > > > A light-weight approach would seem to be most prudent. Over time, we
> > > > could improve and expand upon the approach in ways that make it more
> > > > useful for our purposes.
> > > >
> > > > My preference would not be to create a "design committee" to come up
> > > > with a comprehensive proposal at this time. As a first step, I think
> > > > your proposal makes eminent sense, and I would like to discuss
> whether
> > > > or not the rest of the council would be willing to undertake a vote
> to
> > > > make these requirements mandatory. Is this something that we could
> add
> > > > to the agenda of our next meeting?
> > > >
> > > > Thanks in advance for your consideration.
> > > >
> > > > -ross
> > > >
> > > >
> > > >
> > > >
> > > > --
> > > > Sophia Bekele
> > > > Voice/Fax: 925-935-1598
> > > > Mob:925-818-0948
> > > > sophiabekele@xxxxxxxxx
> > > > SKYPE: skypesoph
> > > > www.cbsintl.com
> > > >
> > >
> > >
> > >
> > > --
> > > Sophia Bekele
> > > Voice/Fax: 925-935-1598
> > > Mob:925-818-0948
> > > sophiabekele@xxxxxxxxx
> > > SKYPE: skypesoph
> > > www.cbsintl.com
> > >
> >
> >
> >
> > --
> > Sophia Bekele
> > Voice/Fax: 925-935-1598
> > Mob:925-818-0948
> > sophiabekele@xxxxxxxxx
> > SKYPE: skypesoph
> > www.cbsintl.com
>
> Gruss,
>
> tom
>
> (__)
> (OO)_____
> (oo)    /|\     A cow is not entirely full of
> | |--/ | *    milk some of it is hamburger!
> w w w  w
>



--
Sophia Bekele
Voice/Fax: 925-935-1598
Mob:925-818-0948
sophiabekele@xxxxxxxxx
SKYPE: skypesoph
www.cbsintl.com