Members: Alan Greenberg, Athina Fragkouli, Becky Burr, Bruce Tonkin, Cheryl Langdon-Orr, Eberhard Lisse, Izumi Okutani, James Bladel, Jordan Carter, Jorge VIlla, Julia Wolman, Julie Hammer, Leon Sanchez, Mathieu Weill, Pär Brumark, Roelof Meijer, Samantha Eisner, Sebastien Bachollet, Steve DelBianco, Thomas Rickert, Tijani Ben Jemaa (21)
Participants: Aarti Bhavana, Andrew Sullivan, Avri Doria, Barrack Otieno, Brett Schaefer, David McAuley, Greg Shatan, Jonathan Zuck, Kavouss Arasteh, Keith Drazek, Lousewies van der Laan, Mark Carvell, Markus Kummer, Matthew Shears, Megan Richards, Mike Chartier, Niels ten Oever, Rinalia Abdul Rahim, Ron da Silva, Sabine Meyer, Seun Ojedeji, Simon Jansson, Stephen Deerhake, Steve Crocker, Suzanne Woolf, Tatiana Tropina, Tom Dale (26)
Legal Counsel: Holly Gregory, Michael Clark, Nancy McGlamery, Rosemary Fei (4)
Observers and Guests: Annaliese Williams, Asha Hemrajani, John Poole, Konstantinos Komaitis, Manal Ismail, Navid Heyrani, Ria (7)
Staff: Bernie Turcotte, Brenda Brewer, Grace Abuhamad, Karen Mulberry, Laena Rahim, Nigel Hickson, Tarek Kamel, Theresa Swinehart, Xavier Calvez
**Please let Brenda know if your name has been left off the list (attendees or apologies).**
The Adobe Connect recording is available here: https://icann.adobeconnect.com/p9px3kbxvfb/
The audio recording is available here: http://audio.icann.org/accountability/ccwg-accountability-16feb16-en.mp3
1. Opening Remarks
2. Comments on Supplementary Report
3. Budget Requirements
These high-level notes are designed to help you navigate through content of the call and do not
substitute in any way the transcript.
1. Opening Remarks
Audio only: Seun Ojedeji
Review of the timeline:
Minority statements can only be submitted by CCWG members (appointed by Chartering Organizations).
2. Comments on the Supplementary Report
Review of comments received and incorporated by staff:
Action: Kavouss to submit edits in writing to specify change(s) needed/requested
Action: Brett to send email with details of edits suggested on call
Board comment regarding threshold for Board removal in GAC carve-out
Apologies to Seun for not getting back to him sooner. His line dropped before Thomas could go back to him.
3. Budget Requirements
Support for the next phase of the work (beyond Marrakech). Xavier Calvez (ICANN CFO) and Board Finance Committee have
requested an assessment of the costs anticipated for three months following Marrakech. The Chairs propose:
Need redline of Bruce's proposed change (aiming for circulation today)
Need tracking of changes made to draft so that there are no surprises.
Action: Kavouss to submit edits in writing to specify change(s) needed/requested
Action: Brett to send email with details of edits suggested on call
Brenda Brewer: (2/15/2016 23:29) Hello and welcome to CCWG Accountability Meeting #84 on Tuesday, 16 February 2016
@ 06:00 UTC! Please note that chat sessions are being archived and follow the ICANN Expected Standards of
Stephen Deerhake (.as): (23:43) Greetings Brenda,
Brenda Brewer: (23:44) Hi Stephen!
Leon Sanchez (Co-Chair ALAC): (23:53) Hello everyone!
Leon Sanchez (Co-Chair ALAC): (23:53) early birds!
Aarti Bhavana: (23:55) Hi All!
Mathieu Weill, ccNSO, co-chair: (23:55) Let me plug to my usual soul / jazz background music ;-)
Leon Sanchez (Co-Chair ALAC): (23:55) nice idea Mathieu :-)
Roelof Meijer (SIDN, ccNSO): (23:55) Good day, everyone
Bernard Turcotte Staff Support: (23:56) hello all
Jordan Carter (.nz, WP1 rptr): (23:59) hi everyone
Thomas Rickert, CCWG Co-Chair: (23:59) Hi all!
Andrew Sullivan: (23:59) Hello all. I have to say that I love you all and everything, but I do look forward to seeing less of you virtually :)
Bruce Tonkin: (23:59) Good afternoon all
David McAuley (RySG): (2/16/2016 00:00) Good morning all
nigel hickson: (00:00) good morning
matthew shears: (00:00) hello
Steve Crocker: (00:00) Hello, everyone
Avri Doria: (00:01) greetings from South Africa.
Kavouss Arasteh: (00:01) Hi Brenda
Kavouss Arasteh: (00:01) Hi leao
Greg Shatan: (00:01) Hello all!
Kavouss Arasteh: (00:01) Hi co-Chairs
Kavouss Arasteh: (00:03) HI Everyone
Markus Kummer: (00:03) Hello everyone
Holly J. Gregory (Sidley): (00:05) Greetings!
Becky Burr: (00:05) hello all
Asha Hemrajani: (00:05) Hello everyone - Good afternoon from Singapore
Keith Drazek: (00:05) Hi all
Athina Fragkouli (ASO): (00:05) Hello all!
Holly J. Gregory (Sidley): (00:05) We had very minor comments; great job!
Jordan Carter (.nz, WP1 rptr): (00:06) good news
Alan Greenberg: (00:06) Sorry for being late.
Jordan Carter (.nz, WP1 rptr): (00:07) How can we ever forgive you, Alan?!
Rosemary Fei (Adler & Colvin): (00:09) Hello,all. Now on adobe.
Alan Greenberg: (00:11) @Jordan, I suspect for some people, as soon as possible!
Alan Greenberg: (00:12) Ooop - misread - thought you said forget!. I am not forgivable.
Andrew Sullivan: (00:13) I do hope that I only sent things that were basically typos or things we'd said before -- that was certainly my intent
Holly J. Gregory (Sidley): (00:13) indeed Andrew!
Alan Greenberg: (00:14) Actually, we do NOT call them Directors in any official documant. Some people call them that - incorrectly.
Brett Schaefer: (00:14) Will we have a chance to highlight additional edits/clarifications in this call?
Julie Hammer (SSAC): (00:14) Agree Alan, you are correct!
Izumi Okutani(ASO): (00:14) I'd like to confirm one point on Rec 08 for reconsideration process - It was stated in 3rd proposal the number resources matters are out of scope of reconsideration but not there on the final version of annex 08
Izumi Okutani(ASO): (00:14) Was this an over look?
Andrew Sullivan: (00:15) @Alan: I can tell you that certain ICANN counsel has insisted that they be treated as directors for several purposes, and it makes the role of liaison a little strange from the POV of the appointing org
Andrew Sullivan: (00:16) I think the material difference is that they do not vote, and clearly there's a legal difference
Alan Greenberg: (00:16) The Bylawas also differentiate.
Keith Drazek: (00:16) Agree Andrew
Keith Drazek: (00:16) and Alan
Andrew Sullivan: (00:17) I regarded this as a simple clarifying bit in the text, but if we think this is going to be a substantive change I'll withdraw it
Holly J. Gregory (Sidley): (00:17) +1 Andrew
Andrew Sullivan: (00:17) (I think the text is adequate as is)
Bruce Tonkin: (00:17) ON the Board we tend to use the collective term "Board members", which is made up of the voting DXirectors and the Liaisons. Boarde memebrs are treated the same with respect to everythign except when a formal vote is called for. All Board members have the same travel and speaking rights.
Keith Drazek: (00:18) Thanks Bruce. Helpful clarification.
Mathieu Weill, ccNSO, co-chair: (00:18) @Izumi : we are checking. but exclusion was meant to apply
Alan Greenberg: (00:18) I may treat a friuend of my child as a family member, and even call them family, but that does not make them a blood relative in the eyes of the law.
Izumi Okutani(ASO): (00:19) I tihnk I am having audio issuse again
Sébastien (ALAC): (00:19) Yes Bruce and compensation
Bruce Tonkin: (00:19) Agreed @Sébastien
Jordan Carter (.nz, WP1 rptr): (00:20) Bruce: in that case, should we not have similar accountability arrangements in place for the liaisons, if they are the same in almost all ways?
Bruce Tonkin: (00:20) That is for you to decide @Jordan
Izumi Okutani(ASO): (00:20) Thank you Mathieu and Thomas :)
Jordan Carter (.nz, WP1 rptr): (00:20) heh. Not me.
Samantha Eisner: (00:20) The liaisons are also appointed on a yearly basis, as opposed to being subject to the 3-year terms of Board members
Keith Drazek: (00:20) Work Stream 2, Jordan!!
Jonathan Zuck: (00:21) +1 Keith. MOre fun in WS2!
Steve Crocker: (00:21) To further clarify the difference between our liaisons and our (voting) directors, the lagal differences are as already stated. Liaisons cannot vote, and for the purposes under discussions, that distinction is everything. As a matter of practice, we have alwsys treated liaisons with the same courtesy and privilege as voting directors, and we have always expected liaisons to adhere to the same rules of duty of care, fiduciary responsibility and confidentiality as the voting directors. To the largest extent possible, we do ineed treat liaisons the same as the votiing direcrors, but also scrupulously observe the legal distinctions when take formal actions.
Izumi Okutani(ASO): (00:21) no old hand :P
Andrew Sullivan: (00:21) The liaisons can already be removed by the request of the rest of the board to the appointing org
Keith Drazek: (00:21) As I understand it, liaisons don't have term limits.
Bruce Tonkin: (00:22) That is correct @Keith
Sébastien (ALAC): (00:22) @Samantha but no term limit
Suzanne Woolf: (00:22) @Keith, IIRC some do, just imposed by the appointing org, not ICANN
Suzanne Woolf: (00:22) They certainly could
Andrew Sullivan: (00:22) Ok, I misunderstood previous discussion then
Bruce Tonkin: (00:23) Yes @Suzanne - no term limit in the bylaws, but each appoitning orgnaization has their own procedures for appolinting laiisons.
Samantha Eisner: (00:23) That's correct - no limit on number of 1-year terms for liaisons
Jordan Carter (.nz, WP1 rptr): (00:23) Keith, certainly not WS1.
Jordan Carter (.nz, WP1 rptr): (00:23) Maybe ATRT3
Mathieu Weill, ccNSO, co-chair: (00:23) Bearing in mind we have SO/AC accountability as a WS2 item, that discussion could be picked up later I believe, if the group finds issues with thee current situation
Jordan Carter (.nz, WP1 rptr): (00:24) either way it isnt' for now
Keith Drazek: (00:25) +1
Brett Schaefer: (00:28) OK
Becky Burr: (00:33) it's not new language, just new side by side comparison
Becky Burr: (00:34) 3 columns with existing, 3rd draft, and final language compared
Andrew Sullivan: (00:34) It's presumably the same thing circulated not so long ago, with the 3 cols?
Becky Burr: (00:34) yes, updated to reflect final discussions.
Andrew Sullivan: (00:35) that's what I assumed. (I noticed it wasn't there, but assumed it couldn't be yet :) )
Steve DelBianco [GNSO - CSG]: (00:36) Did we just hear a rooster crowing?
Sabine Meyer: (00:37) we did.
Bruce Tonkin: (00:37) Must be morning somewhere in the world @Steve
David McAuley (RySG): (00:37) Think so Steve
Alan Greenberg: (00:37) Yes, it is rooster crowing time in some parts of the world!
Grace Abuhamad: (00:38) @Brett, can you remind me what part of the report your third point refers to?
Mark Carvell GAC - UK Govt: (00:39) OK - I agree. Ed Vaizey is now confirmed for High Level meeting. On carve out now and Brett's point about defining consensus, do we make point that as for all ACs it is for the GAC to define consensus?
Brett Schaefer: (00:40) @Grace, the very last section of Annex 4 and 14 relating to NTIA criteria on replacing their role with a government led or international organization.
Grace Abuhamad: (00:40) thank you. Any other details that you want to add to the notes are welcome. I had a hard time following
Brett Schaefer: (00:41) @Grace I can send a note later this morning? OK?
Grace Abuhamad: (00:42) That would be awesome! Thank you!
Becky Burr: (00:43) carve out limits GAC's participation as a decision maker only. all other participation is permitted
Jordan Carter (.nz, WP1 rptr): (00:43) encouraged, even
Julia Wolman, GAC, Denmark: (00:43) Agree with Mark that it is for the GAC to define consenus - as it is for others
Julia Wolman, GAC, Denmark: (00:44) *consensus
Becky Burr: (00:45) I personally don't have a problem with that in cases where IRP is an alternative. In that case, bringing an IRP as a first alternative makes sense.
Bruce Tonkin: (00:45) To mitigate the Board's concerns with this new compromise, we suggest that this new lower threshold only applies when BOTH of the following occurs:- The Board decides to accept GAC advice, and hence the GAC cannot participate in a decision to remove the Board over this decisionand - An IRP raised by the community has found that the Board acted inconsistently with its bylaws (which includes the mission).
Bruce Tonkin: (00:46) Text above is from the email.
Steve DelBianco [GNSO - CSG]: (00:46) @Mark and Julia -- you are correct that any AC/SO can define its own decision making rules and levels of consensus for its advice and policies. Rec 11, however, tells ICANN board that its obligation to "try ato find a mutually acceptable solution" only applies for GAC advice "approved by general agreement in the absence of any formal objection". That is he qualifier Brett was asking about
Becky Burr: (00:46) I think it is slightly broader - if the Board's action/inaction is consistent with bylaws, including Mission
Brett Schaefer: (00:47) +1 Steve
Avri Doria 2: (00:47) The proposal as proposed by Bruce seems reasonable to me.
Kavouss Arasteh: (00:48) Avri+1
Avri Doria 2: (00:49) it does not obviate the carve out. what it does is act as a exception of the no-unanimity rule.
Becky Burr: (00:50) Avri's characterization seems right to me
Julia Wolman, GAC, Denmark: (00:51) +1 Avri
Julia Wolman, GAC, Denmark: (00:53) That is reasonable Bruce
Megan richards European Commission: (00:53) +1 Julia
Jordan Carter (.nz, WP1 rptr): (00:54) so to Bretts point: in that circumstance, no, unanimity isn't required among the remaining decisional participants
Mark Carvell GAC - UK Govt: (00:54) I can also support Bruce's proposal on IRP link in this extremely unlikely situation.
Megan richards European Commission: (00:55) Jordan useful to underline that clarification again. that's how I Sa. it too
Megan richards European Commission: (00:56) "saw it"
Megan richards European Commission: (00:57) would the community spill the board on .africa ??!!!
Becky Burr: (00:57) not sure we know the community's view on that one
Andrew Sullivan: (00:58) I have to say that I'm a little alarmed about attempting to sort this out so late in the effort
Andrew Sullivan: (00:58) I do not have a strong view about what to do
Brett Schaefer: (00:59) @Megan, I have no idea, but there are only two enforcement options -- IRP and spilling th Board.
Andrew Sullivan: (00:59) But I'm worried about what it will do to the apparently fragile suppor that people have reported
Becky Burr: (00:59) with clarification that this only applies where IRP is actually available to challenge the action/inaction
Avri Doria 2: (00:59) Andrew, the carve out for GAC advice is new, this seems a detail that falls out of that carve out.
Brett Schaefer: (00:59) I agree Andrew, last minute substantive change.
Brenda Brewer: (00:59) Seun's line has disconnected.
Brett Schaefer: (00:59) The GAC carveout have been on the table for two weeks.
Andrew Sullivan: (00:59) Well, "new" as of the last couple weeks and "new" as of the last couple days seems like adifference that could ake a difference
Andrew Sullivan: (01:00) what isn't clear to me from what people have said is whether any of the options are absolutely no-gos
Thomas Rickert, CCWG Co-Chair: (01:00) I need to leave the AC room, but will stay on the phone line.
Andrew Sullivan: (01:00) I just couldn't tell
Avri Doria 2: (01:00) it is true the objection to this implication of the carve out is newer than new.
Andrew Sullivan: (01:01) and from my POV, the only real question of interest is whether we can find an answer everyone can live with
Brett Schaefer: (01:04) As a procedural point, shouldn't the Board's proposal require a second reading and call?
Pär Brumark (GAC Niue): (01:06) + 1 Kavouss
Jonathan Zuck: (01:08) +1 Greg
Cheryl Langdon-Orr: (01:09) Agree Greg +1
matthew shears: (01:09) agree outside counsel is needed
Tatiana Tropina: (01:09) +1 Greg. Excellent points
Megan richards European Commission: (01:09) agree Greg !!
Bruce Tonkin: (01:09) One suggestion I would have going forward is that we hire a full-time legal COunsel for the CCWG work. This person would provide the same level of support as for example Bernard Turcotte that is entirely deidicated to the work of the CCWG.
James Bladel: (01:09) I heard it. It's sunrise somewhere...
Bruce Tonkin: (01:10) The the Councsel assigned to the CCWG can then help draft appropraite questions for legal COuncvsel. A quote can be obtaned for the legal advice for each question, and that shoudl be agreed with the group against a bugdget.
Tatiana Tropina: (01:10) Bruce, on the ICANN side?
Megan richards European Commission: (01:10) independent neutral counsel is necessary. bringing I house will raise the issues Greg identifies amongst others
Tatiana Tropina: (01:10) I meant hiring
matthew shears: (01:11) +1 Megan
Asha Hemrajani: (01:11) Dear co-chairs, it would be critical to have a realistic pre-determined budget set up and proper management and control process in place.
Megan richards European Commission: (01:11) "in house"
Bruce Tonkin: (01:11) @Tatiana we have a deicicatd policy team in Brussels that has nothing to do with teh day-to-day operation of ICANn buyt only support the GNSO policy work. I think the same model can apply. The lawyer would be solely responsible for providing advice to the CCWG.
Julia Wolman, GAC, Denmark: (01:11) +1 Megan
Tatiana Tropina: (01:11) +1 Megan
Bruce Tonkin: (01:12) Whether we use internal or extenral lawyers - ICANn is paying the costs in both cases.
Keith Drazek: (01:12) @Asha: I agree predictability is critical for budget planning.
Bruce Tonkin: (01:12) I am familiar with using both in-house and external legal services. I normally use the in-house councsel to carefully craft the questiosn for external lawyers and also agree a budget for particular pieces of research or advice.
Jordan Carter (.nz, WP1 rptr): (01:13) maybe in the next phase, there will be fewer unexpected roadbumps thrust in front of the work
James Bladel: (01:13) Key would be to prioritize. For example, emphasizing legal services over sponsored travel.
Megan richards European Commission: (01:13) re payment that is clear but bringing counsel in house will raise the perception problems identified by Greg - rightly or wrongly
Becky Burr: (01:13) Independent counsel is necessary, so is planning and predictibility. Luckily those are not mutually exclusive
Kavouss Arasteh: (01:13) As I mentioned we need to have some estimation of Budget for legal advice as Alan highlighted
Asha Hemrajani: (01:13) Exactly Keith - for WS2 we do need to plan in advance. Even if fewer bumps are expected in the future, proper planning process and control mechanisms are needed.
Jordan Carter (.nz, WP1 rptr): (01:14) we can simply manage to costs with alwyers, if we need to.
Jordan Carter (.nz, WP1 rptr): (01:14) lawyers
Eberhard W Lisse [.NA ccTLD Manager]: (01:14) the CCWG Accountability's internal operating costs (staff, travel, meetings) are very little. We should ask for financials without fancy accounting, ie purely the costs for the CCWG without anything else lumped in.
Eberhard W Lisse [.NA ccTLD Manager]: (01:15) Good advice is expensive. and we must unde rno circumstance stop taking advice because ICANN pressurizes us for "costs"
Bruce Tonkin: (01:15) @Jordan - although managing legal expenses is itself a skill. I am not suggesting not using external Counsel - I am just suggesting that 80% of the legal work is fairly straight forward, and we shoud be using the external resource for the complex questions.
Asha Hemrajani: (01:15) To be clear, about half of the $$ spent has been on lawyers, the other half (roughly) has been on travel, staff costs etc. So proper budget planning needed for ALL areas - lawyers and travel. And for both a) rest of WS1 as well as for WS2
Megan richards European Commission: (01:15) my agenda said "AOC" rather than AOB so pleased that it the latter and not former ! :-)
Keith Drazek: (01:15) Also translation, correct?
Asha Hemrajani: (01:16) This is about planning and having a budget to have some predictability.
Eberhard W Lisse [.NA ccTLD Manager]: (01:16) I turst Jones Day and ICANN's inhouw Counsel as far as I can throw them, and whereas I don't mind them doing the straight forward legal work, our own, INDEPENDENT Counsel wil have the final say on their work, not the other way around.
Asha Hemrajani: (01:16) @Jordan, not only costs for lawyers, but other costs as well. Budget needs to be set, good governance demands it.
Becky Burr: (01:17) seems reasonable Asha
Kavouss Arasteh: (01:17) Alan+1
Andrew Sullivan: (01:17) With the transition deadline out of the way, also, it will be easier to stick to a budget
Andrew Sullivan: (01:18) in that the pressures to do things as emergency will not be as great
Jordan Carter (.nz, WP1 rptr): (01:18) Asha it does. But good governance doens't tell you whether you set a high cap and make damn sure you manage below it (useful in circumstnaces of high uncertainty) or whether you try and build costs from known work, add a small contingency, and hold people to it
Jordan Carter (.nz, WP1 rptr): (01:18) I don't mind which approcah, but the point I am making is there isn't any "one and only way" to get this right :-)
Asha Hemrajani: (01:18) Exactly Andrew, but first a budget needs to be set.
Andrew Sullivan: (01:18) @Asha Agree
Mark Carvell GAC - UK Govt: (01:19) @ Brett: is your e-mail with your edit proposals with request to define consensus going to issue shortly?
Asha Hemrajani: (01:19) @Jordan, but right now we don't even have a number. This is what we need your inputs on.
Andrew Sullivan: (01:19) As an AOB, I would like to move thanks to the staff for their heroic efforts in getting things out
Mathieu Weill, ccNSO, co-chair: (01:20) Seconded Andrew !
Greg Shatan: (01:20) Not sure which legal work was 'straighforward". Most if not all of it required partner-level expertise in governance and/or California non-profit/corporate law.
Brett Schaefer: (01:20) @Mark, before noon EST.
David McAuley (RySG): (01:20) +! Andrew & Mathieu
Grace Abuhamad: (01:21) Bernie Turcotte is the real hero on the report. He is pulling major weight on the text
Jordan Carter (.nz, WP1 rptr): (01:21) Asha: that we do
Mathieu Weill, ccNSO, co-chair: (01:21) Heavy heavy lifting !
Jordan Carter (.nz, WP1 rptr): (01:21) and it'll be good when we have done
Bruce Tonkin: (01:21) @Greg - well text that relates to "designators" etc is clearly requigin specialist expertise.
Jordan Carter (.nz, WP1 rptr): (01:21) Grand work Bernie especially, not to single anyone out
Holly J. Gregory (Sidley): (01:21) +1 Andrew; staff has been terrific and tireless!
Bruce Tonkin: (01:22) Text talking about threshodls of 2 versus 3 etc, and SOs versus Acs - is purely of our own making in the bylaws. It is basically just requiring good drafting skills.
Athina Fragkouli (ASO): (01:22) indeed many compliments to the staff!
Asha Hemrajani: (01:22) @Jordan, Good - looking forward to getting your proposed budget.
Brett Schaefer: (01:22) Leon, will the Boards proposal be subject to a second call
Cheryl Langdon-Orr: (01:23) Thanks everyone, bye for now...
Greg Shatan: (01:23) Good drafting skills are an area of expertise...
Avri Doria 2: (01:23) bye
Jordan Carter (.nz, WP1 rptr): (01:23) Ciao all~
James Bladel: (01:23) Thanks, all.
Sabine Meyer (GAC - Germany): (01:23) But WS2 will focus on things other than implementation of WS1. So we might need legal expertise for these, too :)
Pär Brumark (GAC Niue): (01:23) Thx all Bye!
Greg Shatan: (01:23) Thank you all!
matthew shears: (01:23) thanks
Markus Kummer: (01:23) Bye all!
Megan richards European Commission: (01:23) perfect timing
Bernard Turcotte Staff Support: (01:23) bye all
nigel hickson: (01:23) thank you; was excellent
Aarti Bhavana: (01:23) Bye all
Athina Fragkouli (ASO): (01:23) thank you very much for the great work and cooperation
Becky Burr: (01:23) good night from DC
Andrew Sullivan: (01:23) bye
Julia Wolman, GAC, Denmark: (01:23) thanks bye
Bruce Tonkin: (01:23) @Greg - yes good drafting skills is an expertise - but not confined to corporate governance partner level advice.