[governance] .xxx. igc and igf

[Karl Auerbach]

Veni Markovski wrote:

>>> Board members contribute around 17 hours week to ICANN.

>> I spent over 60 hours a week on ICANN board matters.  I would wonder 
>> how anybody could even comprehend the issues with a mere 17 hours a week.

> "mere"? 17 hours is more than two full-time working days. I spent 20 
> hours = half of my working week.
> What you do today is your choice, so you can do 60 hours, because you 
> want, and you can.

You are highlighting one of the major flaws of proposals for internet 
governance - self-weakened boards of directors that fail to adequately 
oversee and guide a full-time staff.

A person who is a member of a board of directors is a person who has a 
fiduciary obligation to make informed, independent decisions.  That 
holds true even for "no" or "abstain".

The "informed" part means that a director is obligated to become fully 
aware of the matter at hand.  And no human can simply listen and become 
informed: ambiguities and misunderstandings are natural and can be cured 
only through active questions and answers.  Many directors instead 
behave like silent sphinxes that let such ambiguities and 
misunderstandings remain ever unresolved.

The "independent" part means that the director has do do his/her own 
information gathering - the law gives a director only very limited 
options upon whom he/she may rely.  You might want to ask your legal 
advisor about this because the list of people on whom a director may 
relay is quite short.

In other words, those folks who can not spend the requisite time are 
derelict in their obligation and should immediately resign in favor of 
someone who will do the job.

I have long advocated that directors of bodies of internet governance 
receive a relatively trivial compensation for the time they must expend 
to do their job adequately - I've suggested $50,000(US) per year. 
Accepting that fee might eliminate certain limits on liability for 
"volunteer" directors - a director needs to consult his/her own (not the 
corporation's) attorney for advice on such a decision.

In many public-benefit bodies, ICANN among them, directors view their 
positions as some sort of part-time honorific advisory role rather than 
the vesting of very serious fiduciary duties.

And real body of internet governance should consider how to deal with 
the kind of staff takeover that occurs when weak boards provide weak, 
often after-the-fact, oversight and guidence.

  And for that work, they get the blame that they do not
> listen "to the community", with sentences that are completely insulting 
> in my culture.

You are one of the few directors of ICANN who has tried to engage with 
the community of internet users.

Taken as a whole, I have seen only a few directors of ICANN who have, in 
fact, interacted with the community of internet users to the degree that 
they actually made informed, independent decisions.

Those directors who have failed to adequately take the time to 
comprehend issues and the sense of the internet community should not 
feel insulted.  Rather they should feel ashamed.

		--karl--

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