[governance] Another conflict of interest at ICANN : SAD !!

[Salanieta T. Tamanikaiwaimaro]

As always - my views on this list are my views as an individual and not a
reflection of any of my affiliations nor associations.

Following the link that McTim provided, I saw that there is a Corporate
Governance Report on Governance Comparisons dated April 17, 2012 which had
recommendations. The Report was a brief comparison of the OECD, IBM
Corporate Governance rules.

The issue that Gideon raises when it comes to Corporate Governance on
conflicts of interests and how they are dealt with is an important issue as
it affects governance.

In Governments - we see the importance of the separation of powers and the
need for accountability and transparency. It would follow that one would
not expect a Government Minister to be colluding with the private sector
which is why there are framework in place to ensure that things like "Abuse
of Office" is prevented etc or there are systems in place to ensure that
there are checks and balance.

For companies, conflicts of interests are managed through varying corporate
governance mechanisms and for public companies or listed companies the
standards are pretty high and most countries generally refer to the
International Organisation of Security (IOSCO) Principles. On the issue of
disclosure they have 10.3 and 10.4 on page 23, see:
http://www.iosco.org/library/pubdocs/pdf/IOSCOPD154.pdf


The difference with ICANN is that it is not a regulator. It is a not for
profit company. It also deals with the "issuance of TLDs" which makes it a
good example of chop suey. With the Second Report on Corporate Governance
doing a comparison of the OECD and the IBM, I was surprised that they did
not draw from the IOSCO simply because the development of the IOSCO
principles were developed by various countries in the world.

The OECD principles were probably only developed by its member states which
leaves many of the developing countries who make up an important part of
the global community out.

I recognise that there is a big difference between "securities" and "gTLDs"
(although some could  make the argument that they share similar
characteristics) but the principles behind disclosures can be useful for
eg. from the IOSCO:

*Disclosure rules should extend to, at least:*

• the conditions applicable to an offering of securities for public sale;
• the content and distribution of prospectuses or other offering documents
(and, where relevant,
short form profile or introductory documents);
• supplementary documents prepared in the offering;
• advertising in connection with the offering of securities;
• information about those who have a significant interest in a listed
company;
• information about those who seek control of a company (discussed in
greater detail below);
• information material to the price or value of a listed security;
• periodic reports;
• shareholder voting decisions


Kind Regards,

Sala
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