Question: Should the CEO continue to have an automatic seat on the board? Why or why not?

Nominee Replies

Emerson Tiller, J.D., Ph.D. - posted on 2000-09-25 23:06:37 CEO should be ex-officio board member with no voting rights. The board should be able to ask him/her to leave the board session when the board determines it to be in the best interest of ICANN. Harris Miller - posted on 2000-09-22 05:50:01 An important ingredient for corporate governance is the close communication between a CEO and the Board of Directors. Often this means sitting on the Board. For example, I run the Information Technology Association of American as its CEO. I also benefit from sitting on the Board of Directors, which is run by my Chairman. This relationship benefits all involved. I am in favor of having a CEO get first hand direct feedback from the Board. Should the Board need to discuss matters pertaining to the CEO, the Board can always go in Executive Session and ask the CEO to step out. Whether the CEO requires a voting seat on the board or could get the same experience as an ex-officio member, depends on specific circumstances. I would be open to discussions along these lines. Lyman Chapin - posted on 2000-09-21 18:12:55 The ICANN president should have a non-voting ex-officio seat on the board, to ensure that he or she is a participant in board discussions and decision-making. Karl Auerbach - posted on 2000-09-19 11:19:54 Should the ICANN president be on the board of directors? Absolutely not. It was part of our Boston Working Group position two years ago that the president should not be a board member. See http://www.cavebear.com/bwg/ No unelected person - such as the president - should be on the board. The president and other executives role should be simply to execute the will of the board. The only question in my own mind is whether the president should be able to attend board as a matter of right (unless the subject matter is his/her performance) or must be invited. Attendence helps the executive understand ambiguities in his/her orders. On the other hand, we have seen the current ICANN board becoming subordinate to its president and staff, something that would be more difficult if the president weren't allowed to attend meetings unless invited. Lawrence Lessig - posted on 2000-09-19 09:02:58 I believe the CEO should be an ex-officio member of the board -- present and participating, but without voting power. Donald Langenberg - posted on 2000-09-19 04:56:06 As a long-time CEO, I know how crucial to the operation of any organization is a close intimate well-informed working relationship between a CEO and his/her board. In those organizations for which I have served as CEO or as a board member, the CEO has not had a seat on the board. I know, however, that this is common practice elsewhere. I don't think there is a crucial difference between the two arrangements. The important thing is the working relationship between CEO and board, and this can be achieved (or not) either way.