[council] Some feedback on the role of directors and liaising with the GNSO

[Bruce Tonkin <Bruce.Tonkin@xxxxxxxxxxxxxxxxxx>]

Hello All,

Here are some points in response to the questions from the Council on 
reconciling the role of a director with being able to effectively liaise with 
the appointing organization.

- Role of the director is set forth in the Bylaws: 

        Directors shall serve as individuals who have the duty to act in what 
they reasonably believe are the best interests of 
        ‭ICANN‬ and not as representatives of the entity that selected them, 
their employers, or any other organizations
         or constituencies.

- Directors acting within their role – and in the best interests of ICANN, 
which is chartered specifically to serve the public benefit – is one of the 
keys to ICANN’s accountability, as it’s accountability to the broader ICANN as 
opposed to various interests.

- Directors do NOT serve as representatives of the GNSO, nor any other 
selecting entity.  If a director believes they are serving as a representative 
of their entity, then there is a potential for conflict.  BUT there is no 
barrier for the selected representatives serving as liaisons to the GNSO, 
updating the GNSO on relevant activities at the Board level, and similarly 
carrying to the Board the views heard within the GNSO on topics that are before 
the Board.

- Acting in the best interests of ICANN is about acting in the interest of the 
broader ICANN community, so there should not be a disconnect between the two.

- Conflict of interest at the Board level – The fact that a Board member is 
selected from a particular organization does not give rise to an immediate 
conflict of interest.  Rather, it's about the different relationships that the 
individual  Board member has (business, financial, non-financial, etc) and how 
those can possibly impair the director’s ability to act in the best interests 
of ICANN, as opposed to serving any specific interest or group.


Hope that helps.   Always happy to talk to individual Council members on how 
all of this works in practice.     

I am always willing to have calls or meetings with the various constituencies 
and stakeholder groups of the GNSO.

Regards,
Bruce Tonkin