Board Review
Final Working Group Report
ICANN - SYDNEY
24 June 2009

>>ROBERTO GAETANO:  Good afternoon.  I'm planning to wait another
couple of minutes, but not more, and then we start.  That's the usual
problem.

I know that a lot of people are there in the coffee area and probably
until we don't start, they don't come.  We don't start when they are
not here and --

>>JEAN-JACQUES SUBRENAT:  Roberto, there are just a few seats left
there.

>>ROBERTO GAETANO:  Oh, yeah.  There are seats left.

[Laughter]

>>ROBERTO GAETANO:  Okay.  Let's start.  I think Marco will start the
presentation, and then I will take over at a certain point, and then
the idea of this meeting is to have as much as possible input from the
floor.

So since there are few people on the floor, we expect you all to give
us your own contribution.

So Marco Lorenzoni is the staff member who is working with the board
review working group, and he will start the presentation.

>>MARCO LORENZONI:  Okay.  Thank you very much, Roberto.

Let's start, first of all, to see where we are in the process of the
board review, because the process has been launched already some months
ago, and you have seen already this kind of representation.  It's a
representation that we use very often to put on image the six phases
that makes up the organizational review process, and the board review
is, at this moment -- so we are past the phase of the independent
review.  As you may remember, external reviewers were hired and
delivered their final report in Cairo in October.  It was October 2008.
After the independent reviewer's report, we had the first public
comment period and received some substantial inputs from the community.
This allowed the working group to release a first interim report.

The second public comment phase, and now the working group report --
the working group releases its second interim report.

Why a second interim report and not a final report?

Because in consideration of the importance of the issues that are
touched by the independent review of the board and in consideration of
the importance of the board, the working group decided to go through a
further moment of public consultation in order to conclude on some
issues that are still outstanding.

This second interim report concludes already on -- if you count them,
on the majority of the issues, but still leaves open for further
discussion, as I briefly mentioned, three key questions.  We will go
through all of them, starting with the issues that have been already
finalized in this version, the second interim report.

This report, for your information -- you may know that already -- is
out for public comment.  If I'm not wrong, the public comment period
expires towards the 5th or the 6th of July, so there's plenty of time,
again, to provide further inputs.

The working group would love to receive further inputs, particularly
from those members of the community that don't have the time or the
possibility also to participate to the previous phases of consultation.

Any kind of input is -- will be taken into consideration, but in
particular, it will be very important to get the inputs on the issues
that are still open, and that we'll see in the following set of slides.

But let's start with the issues that have been finalized in this
version of the report.

First of all, you may remember that the independent reviewers issued a
recommendation for having fewer, but longer, face-to-face board
meetings.  The conclusions of the working group is that the board is
already moving in this direction, with several meetings -- face to face
meetings that already take place in the course of the year.

The working group disagrees with the reviewers about the
recommendation to discontinue the monthly teleconferences, and suggests
to consider to make better use of those teleconferences, or at least of
some of those teleconferences, but adding single-issue calls.

The working group also acknowledges that the arrangements for inter-
meeting approval of urgent issues is already being addressed by the
Board Governance Committee.  And finally, the working group supports
the idea for the board to assess at the end of each of its meetings
whether the time was spent on board or on management issues.

You will see that this is recommendations -- you may remember it
already -- this is a recommendation that comes several times on the
report of the external reviewer, so in several parts, also, of this --
of this presentation and of this second interim report is attached.

Second recommendation that has been finalized is the consolidation of
the board committees.  The reviewers came with some proposals for a
different number and scope of the standing board committees, and the
working group considers that this has been already addressed by the
board.  Particularly the process started in Cairo, and the board has
now consolidated its standing committee.  The working group considers
that no further action is needed at this time.

Another recommendation that has been finalized is the recommendation
about broadening of the skills of the board.  There are several points
that relate to this recommendation.

First of all, the working group considers that -- sorry.  Voila!

First of all, the working group considers that the BGC already is
addressing several of the points that are contained in this
recommendation, like the definition of skill, experience, and
independent mix required for the board, and the definition of the gaps
that have to be met.

The second point that was contained -- the second line of action,
let's say, that was contained in this recommendation was about the
establishment of a formal mechanism of dialogue between the Nominating
Committee and the board.

On this point, the board review working group with acknowledges that
there are already informal dialogue mechanisms in place between the
NomCom and the board, and recommends that this mechanism of dialogue
being -- is made institutional through a dialogue between the chair of
the board and the chair of the Nominating Committee, where the chairman
of the board will represent the view and the position of the board in
terms of skill sets.

I think once more, I went to -- voila.  I went to the next slide.

The last -- the last line of action that was contained in this
recommendation was about training to directors.  Also on this point,
the working group recognizes that training is already being provided. 
The BGC is working on assessing the individual training needs of the
directors, and points out that during the public comments, so
particularly during the second part of the public comments, some
comments arrived and were wondering whether it is appropriate for
ICANN, as an organization, to provide training to directors.

So this is a point that has been reported in this version of the
report for further consideration.

High-performance culture.  There are several activities that have been
suggested by reviewers to implement the concept of establishing a high-
performance culture at the board level.  And the working group supports
all of these initiatives.

The first is to introduce individual performance evaluation, then to
review the process for the evaluation of the performances of the
president, to test the staff attitudes, and to discuss the news at the
level of the board.

So there is full support of all of these initiatives.  And most of
these initiatives are already being addressed by different board
committees.

Another -- and it's the last but one recommendation that has been
finalized in this version of the report is about the strengthening of
the strategic focus of the board.  Also in this case, full support of
all the initiatives suggested.  These initiatives already are being
discussed at the level of the board, and the working group asks the BGC
to define processes for the delegation of tasks to the management and
to define process to monitor these activities.

Finally, the last recommendation that has been finalized and is
considered closed by the working group, is the issue about the
clarification of the board accountabilities.  All the initiatives that
have been suggested are supported, with the exception of one, and on
this particular one, there were strong oppositions from the public
comment phase.  It has been suggested by reviewers to explore the
possibility for all stakeholders to sit together to appoint a board
that is acceptable to all of them, and the working group, in agreement
with the opinions expressed during public comments, considers that this
is not practicable in this present situation.

We can pass to the -- to the other set of issues, so the issues that
have not been finalized in this version of the report.

>>ROBERTO GAETANO:  Yes.  We had these shared responsibilities.

Okay.  I'm technology-challenged.

Okay.  Let me go to the open issues.  The first is the size and the
composition of the board.  There was a recommendation from the Boston
Consulting Group about reducing the size of the board.  What we have
thought that -- is that the question is not if to reduce the size of
the board, although this is a pretty good question in the first place,
but the moment that we -- even if we decide that we're going to reduce
the size of the board, the big question is how to do it.  Because the
current board is based on a balance, delicate balance, I would say, of
the different voting powers of different supporting organizations and
the NomCom and so when we touch this thing, we are going to touch a
whole set of other issues.

So the first element that we have to observe is that the complexity of
this.  It's not sufficient to say we are going to reduce it and give a
number, which is already controversial by itself, but how to -- if we
decide to go to a reduction, how to do this reduction and what is
basically the composition of the board at this time.

There is -- one of the values of ICANN is the respect of the
diversity, so cultural diversity, geographical, geopolitical diversity,
and with a board that is of a smaller size, this is going to be much
more difficult.

Generally speaking, the feedback that we have had from the community,
we are against the reduction of the size of the board, with the
motivation in most cases of the fact that having to preserve the
geographical, political diversity -- what's happening?

Yeah.  The problem that I have is that I'm being -- being Italian, I
move, and when I move, this thing goes to the next slide, so I better
keep my hand behind my back.

And so basically the community who knows ICANN much better than a
consultant has identified this as a serious issue.  So how to preserve
all this complicated balance with a board that is smaller in size.

So basically we need -- we need to discuss this more.  Also because we
have to view this in relationship with other changes in the
organization.  Changes in the -- in the NomCom, specifically
indications about how the NomCom has to fill in the different
positions, fulfill the need for the board.  There are interconnections
with the ALAC review because for the ALAC -- during the ALAC review, we
have a recommendation that is to appoint -- to let ALAC or the at-large
community appoint one or two directors, voting directors, to the board,
and that either goes in -- in a different direction by increasing the
size of the board or is going to impact the composition of the board. 
Which means that we need to -- there are certainly other issues that
will come to light.

The other issue -- the second issue that is -- that is controversial
or at least complicated is the remuneration of the board members.

There is a validity that is -- has been recognized also by the
comments that we have received so far from the community about the
proposal to remunerate board members and the chair.

I have to observe that while there's a practical -- practically
consensus about the remuneration of the chair, there are mixed
feelings, although the majority is in favor, for the remuneration of
the board, about the remuneration.

There are issues that are related to what happens to other people that
are doing high-level jobs as a volunteer that will remain non-
remunerated in the -- because that is not addressed by the current
review.

We're talking about supporting organization chair, for instance.

So what is -- what will happen if we decide to remunerate board
directors but not -- but the same does not apply for the supporting
organization chair?

The feeling of unbalance.

I think that what this working group is soliciting is really input
from the community, more input from the community, taking into account
those different aspects.

Then once we have decided -- if we decided to go to remunerate the
directors, which is, as I said, according to the majority of the
comments received so far, there's still an issue about what form of
remuneration we use.

There's something that is linked to the physical presence at meetings
or something that is a flat rate or whatever.

That has to be discussed.  Some of the implication of this have to be
considered.

Obviously, a lot of us will be in a position in which they can --
either they can't or they don't want to accept remuneration for their
tenure as directors, and so one element on which I think we have
consensus is that the acceptance of the remuneration is going to be
left to individual acceptance.

One other point that is not on the slide that is being currently
investigated is whether a remunerated board will change the status
according to California law, whether there's a higher level of
liability for the decisions taken by a remunerated board.

Then as I said, there's consensus about remunerating the chair, and in
any case, the remuneration of the chair should be on a higher level
than the remuneration of the individual board members.

And there's a consideration about the impact of the difference between
a position of remunerated director versus non-remunerated director.

On one hand, if the directors are remunerated, it might be easier to
find good candidates.  On the other hand, we wonder whether the profile
of the candidates will change if we insert this remuneration element in
the profile.

I think that this needs a bit of further discussion, and I think that
the worry that this working group has is that before taking a decision,
at least for the directors -- there's no real issue for the chair of
the board, but for the directors, I think that before making a
decision, I think that we need to investigate a little bit more what
are the likely consequences in -- that might be unexpected at this
point in time on how the profile of the new directors is going to
change, what is going to be the reaction by other parts of the
community that will remain non-remunerated, although the level of --
the amount of energy and resources that has to be given to the tasks is
the same, if not more.

The last open issue is the time of appointment of board members. 
Currently, we have -- well, we have two issues related to the time of
appointment of the board.  One is the duration of the appointment on
which there was -- there was a different opinion between the Boston
Consulting Group and the -- this working group, whether we should
change the length of the appointment.  But the main issue is you said
the current bylaws, we appoint the directors that are coming from the
NomCom at the annual general meeting.

For instance, in this case, this year they will be appointed in Seoul.
Whereas the other directors, the directors that come from supporting
organizations, are being appointed with a six months time difference,
so in the middle of the year.

In the case of this year, they have been appointed and they have been
seated.  Although they will be officially seated in a public meeting at
the beginning of the meeting here in Sydney.

So I've spent a little bit more time going over these open issues than
the time that we have spent over the closed issues, just to describe
all the aspects and what we need more in terms of input from -- from
the community.

But you might want to note that while we had four pages of already
resolved issues, we only have three pages of open issues left.  Some
might argue that those are the most difficult issues to solve, but
anyway, we are here to progress more in this direction.

So I will briefly describe what is the plan with where we go from
here, and then I will definitely reopen the floor for this much-needed
input from the community.

So the working group will ask for public -- for further public input
on the issues that are open, and this is what we are doing now as part
of this -- as part of this process, and because we want to present our
final draft report in Seoul, and, therefore, we want to have
substantial input from the community.  Take this opportunity at the
physical meeting, but also in the next weeks.

The other point that -- from which the working group has thought that
we have work to do, and the SIC, the committee that correspondence all
the structural improvement.

The other point from which the working group has thought that we have
work to do and the SIC, the committee that coordinates all the
structural improvement reviews -- the SIC has tasked this working group
to formulate different scenarios, taking into consideration different
cases for the board seats like, for instance, leave the current status
quo with 15 voting members and 6 non-voting members, liaisons; reduce
the size to a grand total of 15; reduce the size to a grand total of 9
which was another option that was indicated by the Boston Consulting
Group and in each of these three cases, evaluate how to design, how to
accommodate either one or two voting directors that are going to be
directly elected or appointed by the ALAC or by the at-large community.

So these scenarios are also going to be presented in the final draft
report for consultation and then for the board decision.

So that ends the presentation.  I think that we can open the floor for
questions and comments.  I see two among our favorite usual suspects
trying to get the ball rolling and mate this debate that without you
would be dull.

>>MARILYN CADE:  Thank you, Roberto, my name is Marilyn Cade.  I own a
microenterprise, meaning that it's very few people in my company, so I
would consider myself a small business owner.  And I'm speaking in my
personal capacity but from a long number of years of experience in
working with both for-profit and non-profit organizations including
helping to restructure a number of professional organizations and trade
associations.

I am very concerned about the continued -- let me pause and say the
good stuff.  Lots of good stuff, and I really do think we should
celebrate the progress that we have made.

And I also really like the way the information is being presented
because I think it's very digestible and very easy to comprehend.

But I'm very concerned and I said so in my comments and I remain very
concerned about the idea of changing the -- of lowering the number of
the board members.  Let me speak about board members as, first of all,
elected and appointed board members.  And I'll talk about liaisons in a
minute.

But I'm mystified by something.  And here's what I'm mystified by.  An
outside group -- and for those of you who followed my comments, let me
summarize them.  I did not and I do not have faith in the
qualifications that -- and the assumptions that were brought to the
board review, and I questioned those and everyone knows that when they
read my comments.

I question the assumptions made by the reviewers about treating this
board with metrics that did not seem to me to be suitable to the nature
of the organization we are.  So I was not happy to see a proposal to
lower the size of the board because the reviewer did not address
concerns that the community then had to put forward, geographic
diversity.  We have a gender problem already in terms of the
representativeness.  I think we may have other forms of diversity
problems in terms of how we're presently constituted.

So in my view, we really can't lower the size of the board.  And I
looked at the way the consultant -- the consulting group applied
metrics and thought they focused a lot on efficiency and on certain
judgments about, from their view, how a board should operate but no
reflection of who we are as an organization.

So that's something that I said at the time.  Here's what concerns me
now.  The public comments the board received -- the working group
received did not support lowering the size of the board, but we're
looking at scenarios of lowering the size of the board, unless I
misunderstand something.

And I think that's separate from the question of perhaps changing the
way that the -- so changing the way that two members make it on to the
board, such as perhaps taking seats away from the Nominating Committee
process and moving them to an at-large election or process, that's
different to me.  That's talking about the process of getting on to the
board.

So I'm kind of mystified and have a question about why we're still
talking -- the public comments said no, at least the ones I read did. 
But I see a working group proposal -- and perhaps I misunderstand this.
Do I see a working group proposal from board members proposing to move
ahead with something the community has said no to?  And if I -- if
that's what I see, can you explain it?  And if I don't see that, I
would appreciate knowing that.  So that's my first comment.

>>ROBERTO GAETANO:  A procedural matter, I think probably we should
hear more comments from -- we make notes that we owe you an answer on
this.  Jean-Jacques wants to reply to this.  I have some things to say.
But I would like to go on and have more comments from the floor and
then address them together because maybe other people will have -- will
say things on the same subject, if that's acceptable to you.

>>RON ANDRUFF:  Thank you very much.  Ron Andruff, RNA Partners, also
a microenterprise, member of the BC but here speaking in my personal
capacity.  And in the interests of full declaration, we are also
looking at launching a new top-level domain when the new process begins.

I just wanted to make a comment just to congratulate the committee on
the work that's been done.  Very pleased to see the progress
particularly in the summary I've just heard because there is a lot of
work that was -- needed to be undertaken and you have really checked a
lot of things off the list, and it appears that you're also hearing the
community and vis-à-vis the kinds of things we're saying particularly
with regard to the remuneration.

I would just say that I support the comments that Marilyn said.  We
also as RNA Partners feel strongly that the board should be large,
remain -- keep its size and be diverse because we're now moving into
another ten years -- the next ten years of ICANN, and we need to have
good leadership at the board level.  I always feel more minds around an
issue can bring together a more cogent solution.

I wanted just to make a comment with regard to the concept of
remuneration.  Perhaps we're maybe using the word terminology, and when
it comes to other boards, the idea of board fees are applied as opposed
to remuneration.  There's a difference obviously in those two terms. 
And when we talk about "board fees" that would refer to things like
home office, computer, perhaps an assistant to help cover some of the
load that you're carrying.  So I think maybe we might want to just look
at correcting the idea of "remuneration."  The board is not getting
paid.  You're not executives of the firm, of ICANN.  You are kind of in
a fiduciary responsibility tasked to serve the community at-large.  So
maybe we want to look at the idea of board fees and that might diffuse
some of the concern about that.  So thank you very much.

>>MARK McFADDEN:  Hi, Mark McFadden, BT, not a microenterprise as it
turns out.  Not yet, getting smaller all the time though.

[laughter]

Two comments.  I also am very supportive of the fact that the work
that's been done here has been very helpful.  I want to talk to board
size.  I'm also going to chime in and talk -- and say -- be supportive
of keeping the board fairly large and I will give you two reasons for
that.

First of all, is a fundamental workload problem for the board, is that
dividing the workload among 15 results in the ability to distribute the
workload much easier than it would be if it were 9 or a smaller board.

That workload issue and simple division is important, but what it
hides is a more fundamental problem, and that is that as we change the
board, as we get new board members, as we bring new expertise into the
board, there is a period in which the intellectual capital in the board
transitions, that we know longer have the expertise that we've gotten
out of previous board members and that we have to ramp them up.

It's unusual to have a board member like Dennis who comes in and his
feet is running right away.  And so one of the things that we think
about when we have a large board is that as we churn the board, we have
more expertise that stays stable.  I hope that that makes sense.  That
is a positive value to having a larger board.

And in our organization where the workload for the board is large and
the intellectual capital, if the board were small that would be going
out the door wouldn't be very large, I think that speaks volumes to
actually having a larger board and that's why I personally would
continue to support that.

One of the last things on your list of to-do's was the issue of
timing.  And I want to -- there is an underlying board education issue
that goes to timing.  We talk about the NomCom process, and I've been
on the NomCom, participated in that process, brought directors to the
board.

And one of the things I've observed is that one of the most important
periods in a director's life is that early period as they're getting
mentored in initial staff support for learning about how the board
works, learning about the work flow for the board.

And one of the things about that is that requires staff time and
mentors from the board community, the veteran board members.  By
staggering the times at which board members come to the board so that
the NomCom bring them at one time and the Supporting Organizations
bring them at another time, you're able to distribute the workload of
mentoring over a period of time.

And that leaves resources available to the organization to do its
policy and other work.  And so I'd recommend to make a concrete
recommendation to you to continue that staggering of scheduling of
people coming to the board.

>>ROBERTO GAETANO:  Thank you.  Chuck?

>>CHUCK GOMES:  Thank you, Roberto.  I want to talk about two topics,
one of them is like speakers before me is the size of the board, in
particular as it relates to diversity that you commented on, Roberto.

The -- in the case of the -- by the way, I should -- I didn't give my
name, Chuck Gomes from VeriSign.  And these are my own personal
comments.

With regard to diversity in the GNSO, as all of you know up there
anyway, we have proposed that a board seat be elected by each of the
houses in the GNSO Council under the new bicameral structure that we
hope to seat in October.

So it would be a significant change to a very critical aspect of the
bicameral total solution that we proposed if there was only one seat. 
And you would have less diversity in terms of elements of the
community, if that was to go away.  And so I certainly support
maintaining that.

The second topic I want to talk about is the remuneration or, as Ron
suggested, fees, whatever it's called.  I would, first of all,
compliment you on the thoroughness with which you identified pros and
cons of that particular concept.  I was very impressed with what you
did there, and so I do compliment you on that.

Now, I know there's always a suspicion that when you're making a
comment like I'm going to make and like others have made, that you're
trying to do it to gain favor, I honestly am not.  Having been around
for the whole time of ICANN's existence, I have just become
increasingly aware of the tremendous amount of time that ICANN board
members spend.  It's crazy.

And I totally respect that.  It's not like most any other board in the
whole world.  And it is very valuable work and hard work.

So I am supportive of coming up with a solution that balances the pros
and cons and provides whatever you want to call it, remuneration or
fees or whatever, for board members that are willing to receive that. 
I like the idea that it's optional.

And I also would emphasize that not only does each board member have a
huge responsibility and time commitment but the chair it's even more
significant.  And so I think that your work so far has recognized that
with regard to the chair, so I commend you for your work and encourage
you to proceed in coming up with a solution in that regard.

>>ROBERTO GAETANO:  Thank you, Chuck.  Ayesha.

>>AYESHA HASSAN:  Ayesha Hassan from the International Chamber of
Commerce.  First of all, I would like to join others who have commended
you for the format and the way in which the material on this issue was
presented.  It's really been very easy to go through it and will make
it easier to comment on it, so thank you.

Just for those who don't know, I would like to underscore that ICC's
positions are built through a very rigorous consensus-building process.
And in our membership, we have companies and associations that
represent the business community across the contracted parties and the
other commercial-related constituencies within ICANN.  Under our roof,
they all come together.

So the positions we filed on this had gone through a very rigorous
consensus-building process, and we continue to stand by the points that
we put into that input.  

First of all, on the issue of the reduction of the size of the board,
my members feel very strongly that for many of the reasons that have
already been articulated, which I won't go through in detail but I
think Marilyn, Ron, Chuck, others have talked about this, the reduction
in the size of the board is also something that we need to look at in a
holistic manner.

There are many reviews going on.  There are many changes going on. 
The GNSO implementation and improvements and reduction in the size of
the board also goes to a long-standing position that we've put forward
which is the importance of ensuring that there is broader business
participation in all structures and areas of ICANN.

So we would urge that issue to be taken a look at later, and I also
would join Marilyn in questioning when there has been a lot of input
that does not -- that does not support the reduction in the size of the
board, why would we continue to have an exploration on that issue at
this time.

In terms of the fee or remuneration, I would reiterate our support for
the remuneration or fees for the chair.  We've for all the reasons that
others have stated would say that the outline that we were provided
with of the possibility to explore scenarios for compensating the board
of directors in some way, that should go forward.  That would be very
interesting to have the scenarios to see what would be the appropriate
way to take that into consideration.

I would also join Chuck and others in saying that the idea of making
it optional or voluntary sounds like a good one.  Thank you.

>>ROBERTO GAETANO:  Thank you.  It seems -- Ah, Vanda.

>>VANDA SCARTEZINI:  Okay.  I guess I have addressed some ideas in the
previous meeting in Mexico for the size of the board, of course, for
many reasons but I will add one more.  And the reason is there is a lot
of working committees.  I do believe that we need to keep the size or
increase the size because it is very important to have a hand of the
board into those committees.

And if you had -- because the participation of the people from outside
join with these groups of the board, allow people to see a better
participation of the board into the issues that is really relevant for
the entire ICANN.

The second point is once you have more participation, we are talking
about a lot of different kind of participants like, you know, business
consumer protectors and so what.  We need to think about how they will
have some kind of representation.

I've been in board seats in many places around, and it depends on the
focus and what is the institution to do with the community that is
related to the size.  So this worldwide community certainly needs a
broader representation into the board.  So it's one point.

Related to the point of remuneration, as was already said, for board
directors, I don't want to have a kind of a formal salary or like that
because this view, as I said, gets huge competition among the
developing countries.  We have very difficult capacity to bid for that.
So it could be interesting issues.  Let's see what happened with CEO. 
The CEO has a lot of people going there because there is a huge salary,
a very good representation and so what.

I can understand the position of the chair because once you are inside
the board, the competition is just closed into the board, so inside the
board.  So there is no more competition outside for money, for, you
know, lobbying and so what.  It's internal.

So the chair really dedicates a lot of time and needs to have some
kind of support or only rich people and well-supported people will be
able to chair this group.

But for the directors, I just suggest that like you have, you know,
senators or representatives or something like that, they could have
received some compensation for the time in the meetings but not
something like a salary and not really representative comparing with
the amount of money they should receive if it was a salary.  Just that.
Thank you.

Thank you for the hard work.  I really appreciate the whole test of
this job.  Very interesting report.  Thank you.

>>ROBERTO GAETANO:  Thank you.  May I ask how many people I have in
the queue now?  So, yeah, I have three people and then we make a stop
and then we try to answer and then we will reopen -- we make a stop
after these three people and we'll provide our comments and answers. 
And then we'll reopen the floor for a second round of comment.

>>DENNIS JENNINGS:  Dennis Jennings, board member.  I'd like to pick
up the question of the fees or remuneration of the chair and board
members.  It is a fairly complicated issue, and I think it will take
some time to resolve if it is all taken together.

What I'd be interested in discovering from the community feedback is
whether it would be acceptable to separate out for fast track, let us
say, consideration of the chair remuneration from the consideration of
board member remuneration.  And I ask that because as has been pointed
out by the community comments, the amount of work the chair has to do
is significantly greater than the amount of work than board members
have to do, which in itself is very large.

I mean, I spend somewhere between 2 1/2 and 3-day equivalents a week
on ICANN matters.  The minimum a board member can get away with is
about a day equivalent a week between attending the international
meetings and attending the board meetings.  That's an absolute minimum.
If they are to contribute actively, it is about two days' equivalent a
week.  I am doing a bit more than that because I want to and I can
afford the time.

The chair has to do even more than that.  I think it is unfair to --
not to separate those two questions because I think that the question
of remuneration, fees, whatever it is, the chair should be accelerated.

But my question is would that be -- I didn't realize you were here.

>>PETER DENGATE THRUSH:  Which is why I stood up.  Sorry to interrupt.
I thought in the interest of transparency, I should announce my
presence as the chair and offer an opportunity for the community either
to ask me any questions and then invite me to leave, if they want to. 
I'm entirely in your hands.

>>DENNIS JENNINGS:  Thank you, Peter.  That's the appropriate --
that's the way we handle conflicts of interest, declare them and then
invite the community whether we want the person involved to contribute.

But I'm interested in the community --

>>ROBERTO GAETANO:  This was not prepared in advance.

[laughter]

>>DENNIS JENNINGS:  I didn't know Peter was here.

I would be very interested if the community would support that
separation because I think it would be helpful.

[Applause]

>>ALEXA RAAD:  Hi, Alexa Raad.  I'm the CEO of dot org.  As the CEO of
a non-profit, I have been interested in the issue of compensation and
we've been looking at studies around the larger issue of compensation
for board and non-profit.  

There is two schools of thought.  One school of thought is it should
be your pleasure and privilege to serve as a board member of a non-
profit organization because that's a way of giving back the
organization.

And there's certainly the other part which is in order for you to
attract talent, you need to be able to compensate at least at a minimum
level for the efforts that are involved.

When I look at the amount of information that board members have to
deal with on a regular basis -- and if you stretch it out to the next
couple of years, the number of issues that are hitting now which have
to do with deregulation of the industry which is entirely profound and
can completely change the face of the industry, you're looking at new
gTLDs which could potentially expand the name space.  You're looking at
security and stability issues.  All of these are not simple issues and
they are nuanced and they are both theoretical and also factual.

And it is a fallacy to think that, you know, it requires very little
time.  And I know that everybody in the room probably has a very deep
appreciation of the amount of material that you guys are given to
prepare for.

I myself have been responsible for, I'm sure, a few sleepless nights
with materials that we forward to you.

So I have come on the side that it is actually a disservice to the
organization itself if you are unable to attract talent.  And if you're
unable to remunerate people and, therefore, the pool of folks that
you're able to draw from is now far narrower and by definition only
those who are leisurely and wealthy enough not to do anything else.

So given what ICANN has to deal with, given the complexity of the
issues, given the amount of time that has to be spent, you need a very
well-informed, you need a very competent, extremely talented,
technically and regulatory aware board members which I don't think
you're going to find given the amount of effort without compensating
them at some level.

And I support the notion that this would be voluntary because some may
decide to take it and some may not.  And I also support the issue of
fast track because I think it is an enormous amount of effort for not
only the board but also the chair to put in at every ICANN meeting and
all the prep that goes behind it and all the prep that goes after it.

So my vote goes to proper compensation for the purpose of the success
of the organization and its leadership long-term.

>>ROBERTO GAETANO:  Thank you.  Avri is going to be the last one in
this batch.  Then we're going to make some replies and then we'll
reopen, as I stated.

>>AVRI DORIA:  Okay.  My name is Avri Doria.  I'm a NomCom appointee
to the GNSO Council, currently serving as its chair but speaking purely
for myself.

I guess I fall on the other side of the opinion here than most people,
so it's probably good that there's one contrary voice.

I actually am rather strongly against the notion of remuneration for
either the board members or -- apologies -- for the chair.

I think, first of all, we have an existence proof that you do get
competent people without paying them or giving them fees by looking at
the board we have and the boards we've had in the past.  There are
obviously people who believe in the stewardship that the board gives to
ICANN, and I think to sort of say we need to pay or to give fees in
order to get good people is just wrong.  Because we have good people
and we haven't paid them.

So I think that it changes the nature.  I have been on NGO boards or
non- -- noncommercial boards, and they weren't paid.  I think as soon
as money becomes part of the equation, it changes one's relationship to
the organization, it changes one's relationship to wanting the job or
not.

If somebody wants the job, but not really, because they don't get paid
for it, then I ask whether that's the correct stewardship role that
we'd be looking for.

I also think that there is a problem with giving fees or remuneration -
- and I'm always cautious about that word because I stumble on it --
when you do look at some of the other people in the organization
providing volunteer services, that you'll find that they may put more
than two days a week in.  They are not necessarily retired, rich, or
otherwise able to do it.

I've always equated performing this service as similar to the people
that are volunteer firefighters or volunteer other things in
communities.  Sometimes they put in an extra full workweek in addition
to whatever else they do to make a living because they believe in doing
the job.

So I'd be very sad to see this become a paid job.  Perhaps there is
something in the fees.  Perhaps if people do have to buy an extra
computer because they didn't need a computer, it's good to help them do
that.  Especially if they happen not to be rich retired people.

But I really would ask you to think seriously about the type of person
and do remember -- do not devaluate -- your own worth.  You all
volunteer to do it.  You volunteer to do it despite the fact that there
was no pay.  I know that some of you actually still work for a living. 
I know some of you are not rich.  And it, therefore, is -- look at it
in terms of your own experiences and please don't jump to another model.

>>ROBERTO GAETANO:  Thank you.  So before going back to the floor, I
would like to have a quick round of comments here from the stage.

I know Jean-Jacques wanted to say a few words.  Thomas, do you want --

>>THOMAS NARTEN:  Sure.

>>ROBERTO GAETANO:  So Jean-Jacques, Thomas, and then myself.

>>JEAN-JACQUES SUBRENAT:  How do you want us to proceed?  Do you want
each of us to address first one of the issues -- for instance the size
of the board -- and then come back to remuneration or fees, or each one
takes the whole list of items which have been mentioned?

>>ROBERTO GAETANO:  Probably it's better to do that in a more orderly
way.

Let's start with the size of the board, but very quick comments
because I really want to go back to the floor as soon as possible.

>>JEAN-JACQUES SUBRENAT:  Okay.  So what is called generally in this
debate "the size of the board" I would like to call something else.

I think it's a question of "configuration," because the size is not
the only element.  It's the overall configuration, which can account
for the efficiency, but also the representative character and other
qualities which are expected of a board.

So I think that several strong points have been made in the comments
from the floor just now.

What I see in my own experience on the board is that for instance
when, for various reasons, a board member is ill or is traveling and
cannot attend, frankly the decrease in size of the board does not make
it more efficient.  I quite find the contrary.

And of course this has been underlined several times that ICANN has a
special feature, and that is it is not just a corporation, it is a
corporation with a mission of public trust.

So I, too, have pleaded in favor of keeping the board roughly at its
current size, but I'm very attentive to what other members of this
working group and of the board have been telling me.

I think there's another aspect to it, which is the diversity. 
Admittedly, the board is not a Parliament.  It's not a legislative body
exactly.  So we cannot plead in favor of representation on a
mathematical basis, but I am sensitive to and very keen to take on
board the notions which have been mentioned here, that there must be
some degree of balance and representation and gender among others.

>>THOMAS NARTEN:  Thank you.  On the size of the board, I guess this
is sort of -- I'll give you sort of my view on that.

I'm in pretty strong agreement with the recommendation that the
original review did, where they highlighted some issues with the size
of the board and how a smaller board is more efficient.

That said, I think I and the working group as a whole clearly
understand the value of the current board that we have in terms of the
size and the diversity and the things that go along with it, and we are
aware that you cannot move to a small board if we lose any of those
benefits.  Okay?

So that said, we're in this situation where you have -- you know, if
you want to move to a smaller board, that's a good thing, but we can't
lose the value that the current board has in the way it operates.  So
what do we do there?  Well, what we have to do in some sense is
actually, look, can we do that?  What are some scenarios for actually
trying to shrink the board and then see, do these work, are they
feasible, is the time now reasonable or is it really just not
appropriate at the current time to consider that?

So I'm sort of holding back, saying I want to see a real proposal and
see whether I think it actually works before I would think we can
actually go in a particular direction.

>>ROBERTO GAETANO:  Yeah.  First of all, a comment on what Marilyn
said.  It is true, all the comments that we have received were
concerted to reducing the size of the board.  However, the total number
of comments were nine.

I personally feel -- and don't misunderstand me.  I'm in favor of
keeping the board as-is, at this size, and maybe revise how certain
arrangements are done, maybe to accommodate ALAC directors directly
elected by the ALAC but keeping the size, and especially keeping the
liaisons, because one of the recommendations of the Boston Consulting
Group was to eliminate the liaisons, and I think that they are a source
of technical competence that we cannot underestimate and that it would
be really very, very dangerous for the board not to have the technical
liaisons.

But even if I shared the fact -- the opinion that we should keep the
board of this size, I think that I have to admit the fact that to have
only nine comments is not statistically significant, and I think that
also because I am in favor of keeping the board of this size, I would
like to see kind of different scenarios.  I'm pretty confident that if
we tried to put the scenarios -- like for instance a board that's nine
members -- the picture that will come up is so ugly that it will be
obvious to everybody that we -- we can disregard that option.

But I think that for completeness, I think that we have to keep this
option, have these possible scenarios, and then make a decision later
on this year in Seoul.

I don't think -- if then the final decision is to keep things as they
are, if we take it now or if we take it in four months, is not going to
change much.

>>JEAN-JACQUES SUBRENAT:  Sorry, Marilyn.

>>MARILYN CADE:  That's okay.  I'm just waiting patiently.

>>JEAN-JACQUES SUBRENAT:  I would like to reply on the second series
of questions.

What is called compensation or fees or remuneration, actually.

To give you a sense of the debate we've had on our working group, may
I be allowed to give a personal view and how I presented it to my
colleagues?

I found that what Avri said this afternoon is of great importance.  In
fact, that's why many of us, I think, became candidates to be elected
to the board in the first place.  That was a rousing reminder of what
we're here for.  So that being said, I think that it has to translate
into a certain number of practices and principles.

I think that the case which was made for remuneration -- and now it's
being talked about more in terms of fees -- is that there is a burden
and it should be compensated in a way.

I was interested in the idea put forward by Ron.  In fact, we had
discussed this also on our working group, to compensate through other
means, which would in no way resemble a disguised salary.

I agree with that.

For instance, office support, clerical support, computers, things like
that.

For instance, the time and effort it would take me to go into little
bits of expenditure for calculating exactly on my personal telephone
bill what can be attributed to ICANN work, forget it.  I mean, that's
what I give also to ICANN, but I don't mind.

It would be too much of a burden.

If there was a lump compensation per month -- you know, that sort of
thing -- I'd be happy.  That would be much more fair.

That being said, the central point for me is to make sure that the
compensation, or whatever you want to call it, takes into account the
work which is given to the community by others than the board members. 
And here, I mention especially the chairs, but also some members of the
SOs and ACs.  I think this is of crucial importance.  Otherwise, we
would be skewing the system altogether.

So I pleaded for that also in the working group.  I am susceptible to
a change of opinion on this, but I think that it is very important that
we keep a certain balance and a sense of fairness in the work
accomplished by volunteers.

>>THOMAS NARTEN:  Yeah.  I want to make just a small point about
compensation or remuneration.  I actually think remuneration is the
right term, and the reason for that is what we're talking about here is
essentially compensating for time.  It's not for just reimbursing for
phone or extra office space and so forth.  It's about the time.  So
even if we call it something else, we need to make sure that that's
what the purpose is.

>>ROBERTO GAETANO:  Yeah.  My short comment is:  First of all,
apologies because from the contribution from Dennis, I understand that
it was not clear what I said in the presentation.

This group has already taken the approach that we have to separate the
compensation for the chair than the compensation of the other board
members, and as an indication of the SIC to go on with this at -- on a
fast track, to do a recommendation for the board, that that's taken
care of.

Another comment that just is solicited to me by the different
contributions that I hear from the floor, is that one issue -- we are
talking about remuneration in binary terms.  Remuneration, yes;
remuneration, no.  Or whatever the term is going to be.

I think that another issue is the amount of the remuneration.  Because
when I hear, for instance, Alexa, just to pick one comment among many,
we are able to attract people with a certain level of remuneration,
yes.  But it will depend on the level of remuneration.

So at the -- at that point, with a higher level of remuneration we
will be able to attract more people, but at that point if we -- if we
have a level of remuneration that is very high or higher than what we
have in mind now, then the comment -- the comment of Avri becomes even
more important, because -- so it is -- what I'm trying to say is that
we are still in the study phase, and we have also -- the board has
mandated a study to a contractor of an analysis of the compensation of
the different boards, also not-for-profits in order to make comparison
and what is the situation and so on, just to have some elements to see
what is the outside world.

Simply because we feel that -- exactly, that the answer to this
question is not binary, yes or no, but is to which level and in which
form and so on.

So we want to -- at the moment that we want to make a proposal, a
proposal to the board, we would like to have this proposal a little bit
more articulated than to say yes/no, and then to leave it to the board
to decide what to do.

Now, a very quick last -- if we have comments on the last point, which
is the terms, the duration of office and the staggering of terms.

>>THOMAS NARTEN:  Yeah.  I think Mark McFadden -- I don't know if he's
still in here but I was just going to say that on the issue of
staggering terms, I think there's a set of basically pluses and minuses
and maybe the document doesn't go into them in a lot of detail but he
sort of went over the benefits of having staggered terms, in terms of
transitioning in new members, but there's also, for example, a cost. 
Because staff spends some time with incoming board members to do
training and so forth and it works better when you can do three or four
at once than if you do them at different times.  So I mean, I'm not
saying one or the other approach is better so much that there's a set
of trade-offs and we need to look at them overall.

>>ROBERTO GAETANO:  My last comment on staggering is that I find
personally staggering a better solution because we can -- we don't have
a rapid change of one-third of the board members at the same time.  If
we have it staggered, that is a little bit less traumatic.  But I know
there are other people on the board have a different view and this is
an issue that is on debate.

So I will now reopen the floor.  I will remind the community that
comments can be taken also in French and Spanish because we have
translators, and so let's open the floor.

I know you were there first, but I think that Marilyn has a reply to
our reply to give or isn't it?  And in any case, at the risk of being
killed by fans of gender parity, I would say ladies first.

[Laughter]

>>MARILYN CADE:  Thank you, Roberto.  My name is Marilyn Cade.  I
actually wanted to finish my comments from earlier, which I would
suggest you don't feel compelled to respond to, but they answer -- they
provide you my comments and feedback on the rest of the points, which I
didn't get to finish, so let me do that, if I could, and then go on to
a follow-up point.

I do have a comment.  I could -- I will associate myself with the
comments of BT on the benefits of staggering, and I'll just say -- not
to be too facetious -- that I don't actually -- I think there's great
benefit to not disrupting the work of the board by having everybody
come in at once.

And I think it harms the community to have a flat start with the board.

So while it might be more efficient for the staff -- who we pay --
it's certainly not more efficient for us.  And even I, who make an
effort to get to know the board, would be a little challenged by having
to get to know a large number of new board members at a time.  That was
a joke.

So my point would be:  Looking at it from the community's point of
view and seeing that the efficiency and effectiveness of the board and
the mentoring that can happen, I think the -- you know, I would say
that Mark's argument is not only persuasive to me but actually was the
argument that I made in my comments earlier when I posted them.

I'm just now going to suggest that I do think there's merit in
separating the issue of going ahead with the decision of paying the
chair and deciding that you want to study the rest of the issue, but
I'm going to repeat a statement that I made in my comments earlier.

I am getting -- I am very disappointed that it seems that for the
community, we have to come to every meeting, submit written comments,
and pretty much say the same thing over and over and over.  And so I'm
going to say this again.

There's a difference between the board and the volunteers in the rest
of the community, and I'll match my contribution on a volunteer basis
with anyone else in the community.  Here's why it's different:

It's okay for me, as a councillor, when I was on the council, to
represent the business community.  That's who elected me and that was
my job.  It's okay for me to be a registry or registrar in the policy
work and actively advocate for contracted parties.  That is my job.  It
is okay for me -- and I'll go on with it.  The Nominating Committee
appointees who are appointed without a constituency to be accountable
to are still appointing people who do have a responsibility, but they
can act as individuals, and I will tell you they do.

So let's be clear:  It's okay there.  It is not only okay; it is
probably what we want.  Because the rubbing of issues and opinions and
ideas should happen at that level.

I don't think that we can start remunerating the policy work.  I think
that if we have a different problem -- and that is, that people need
additional financial help beyond the travel support that you're
approving for them -- I might not fully agree with the travel approach
you're taking.  I think it's a little heavy on the subsidy side, but it
is a very good thing.

So you're giving support to the community to be able to come and
participate in the policy side.

I have a different expectation of the board.  When you are elected to
the board, you represent everyone's interest.  It is a different level
of responsibility.  So for those of you who think it's an issue of
fairness, I would ask you to be -- to think a little differently about
it, and if you feel the need to provide a fund that people can apply to
for additional support in the -- wherever it's needed at the policy
level, I may still not support that, but that's different than the
obligations you carry as a board member.

So my advice is:  Study, pay the board now, study the rest of the
issue, and get on with it.  Is it okay if I sit down or does anyone
want to rebut?

[Laughter]

>>ROBERTO GAETANO:  Has ever one had the guts to rebut what you say?

[Laughter]

>>BERTRAND DE LA CHAPELLE:  On the staggering, the answer is:  Yes.  I
don't want to elaborate.  There are many arguments in favor.

Two other points.

On the size of the board, I had the opportunity in Mexico, I think, to
make some harsh comments regarding the angle that the external
reviewers seemed to have taken in studying this question, and in
particular, I felt maybe it was an initial reaction -- the report
itself was a little bit more nuanced, but the sense was the natural
model in the mind was a very corporate-oriented board vision, and short
and small board approach, is basically the fashion of the time in the
corporate discussion environment.

I think it is a much more complex question, and the size of the board,
I would strongly support for the reasons that some have mentioned,
taking great care about the diversity.

On the last question, which is remuneration, it has many dimensions. 
It is a very important change, and at that stage I'm not weighing in in
favor or against.

It is a very important change, and I would strongly support what
Marilyn was highlighting.

We have at the moment a conundrum between the independence of the
individual board members, the fact that at the same time the community
that has nominated them still expects to have them accountable to the
positions of the community.  That is a functional problem.

The second functional problem is related to independence, and in
certain cases you could even push the argument as far as saying if we
want a really independent board, maybe there is a formula where board
members would be, once nominated, doing exclusively that during a
period to avoid conflicts of interest and then the full remuneration
would be their job.

It's one model.

The other model, completely at the other extreme, is what Avri very
highly and clearly highlighted, is fundamentally a volunteer question
and in between, there are differing pros and cons, which boils down to
the concept and the vision that we have of the role of the board.

Which leads to a connection to what Dennis was saying.  The argument
at the moment is very much connected to the workload, and it is fair. 
However, we still have the possibility to address the question of
whether the board is not overloaded because it is overextending its
activities in a certain number of things.

Maybe one part of the discussion is not only the question of
remuneration, but also about what is the partition of responsibilities
between the community and the board, and I think it's a huge part of
the discussion about the evolution of the multistakeholder model of
ICANN to see whether the current balance of responsibilities between
the board and the community activity is the right one.

My sense is, at the moment -- and maybe it's shared by some or all
board members -- the level of engagement and the amount of work is
probably due also to the fact that too many issues are moving up to the
board, probably because there is some failure in the decision and
consensus-building process lower down.  And in that respect, it may
sound strange, but the question of remuneration has a connection to how
the policy development process works.

In as much and in the same way that the discussion and the Board
Governance Committee decided or recommended that the GNSO Council
become less legislative, we probably should consider whether in the
future the board becomes less operative and decision-making, but more
decision-validating.

Which leads me to the last -- to the last point, which was the
question that Dennis was raising about separating.

One thing is to discuss whether we separate the decision or the
options between having all the boards with remuneration or just the
chair.  That's a question.

There's a second question, which is a question of urgency and fast
track.  In general terms, I would prefer -- and I think it would be
better -- to give more time to go deeper into the questions we just
raised to maintain the discussion as a whole, further general review.

However -- and I think it is absolutely fair and transparent and I'm
happy that Peter is there, because the only reason why we would need to
do a fast track is on a very concrete basis to see whether there is a
special situation for the current chair that is causing a problem. 
Otherwise, there is a possibility to just address that for the next --
or the ulterior chairs.

If there is a problem at the moment -- and I can't imagine that there
could be a problem -- this is fair.  I mean, we all have this question
of if all your time at a given moment, because of the way the
organization functions today, is devoted to this activity and there is
absolutely no compensation, then if you are not in the situation of
having enough money on your own, then you're in a real squeeze, and it
is perfectly fair and understandable.

So that means that the only reason why we could have to do this in a
fast track for the current situation would be a decision -- maybe it is
worth asking the community whether they feel it's a problem -- but it
would be because, given the current burden on the board, it is becoming
impossible for Peter, on a very direct and personal basis, to basically
earn the living to support his family.

I mean, this is a very fair question, and it is somehow different from
what could be applied afterwards.

So if we're talking about a fast track, that means that there is a
special case.  Otherwise, deciding on a fast track on one question and
not the others is not necessary, probably, if we're talking about the
general equilibrium.  

And I say that in a very, very fair manner.  I fully understand that
in the current situation, given the way the board functions and the
policy development process functions and all the issues on the agenda
are, there may be a concrete problem, and so if the counterpart is that
a nondecision leads to the obligation for Peter to get away from the
board because he simply cannot afford to do it anymore, then it's a
valid question.

>>ROBERTO GAETANO:  How many people do I have still in the queue? 
One, two -- can I ask you to identify now -- identify yourself now or --
because we are already at the end, so I only have two comments and then
maybe a quick closure from this side and then we close the meeting. 
And please don't provoke Marilyn.

[Laughter]

>>CAMPBELL GARDINER:  My name is Campbell Gardiner from Internet New
Zealand.  Just one brief comment.  We believe that it would be an
advantage for the board to have a professional finance director and ask
that this be -- be considered.  Thank you.

>>ROBERTO GAETANO:  Thank you.

>>DENNIS JENNINGS:  Dennis Jennings, again, ICANN board member.  When
I first got on to this board 20 months ago I was very firmly of the
view that large boards were a very bad idea.  All my experience is that
large boards don't work very well, they take an enormous amount of time
and effort to get anything done, they're terribly inefficient, they're
not effective.

The intelligence of a large board is inversely proportionate to some
large power law of the number of board members and so on.  So I thought
when the Boston consulting report came out that they were absolutely
right, that the board needed to be much smaller to be effective.

I no longer support that conclusion for the reasons that I think have
been outlined.  I think it is much more complicated because of the
scope of the information and views and skills that need to be brought
to the ICANN board, the diversity skills, the technical skills, the
business skills and so on.

What ICANN is doing is so large and so complex that I'm not convinced
that a small corporate type of board will be able to do it at this time.

Now, possibly, as the chair of the BGC -- I'm trying to do a lot of
work with this -- if we can make the board more effective over time and
lighten the load on the board, then maybe we can reduce the size of the
board.  So I think we've got to begin again on this question and put
aside the Boston Consulting Group comments and look at what we are
trying to achieve with the board and see what other mechanisms we have
to structure the board of what is a unique organization.  And it may be
that we need a unique structure to properly provide governance and
oversight of this organization.  And I don't know what that structure
is at this time.

So that's just my comment.

>>ROBERTO GAETANO:  Thank you.  Jean-Jacques?

>>JEAN-JACQUES SUBRENAT:  Thanks, Roberto.  One quick point
essentially.  About remuneration or compensation of fees or whatever is
the appropriate term, I would like to reply to Marilyn's point which I
take and I agree.  Actually, when I answered to Avri, I should have
made it clear that my point of view was mainly about people who are not
paid to represent this or that part of the Internet community but who
do it on a purely voluntary basis out of conviction and as a service to
the community.

I wanted to correct that, of course, because in my haste to get my
message across I had shortened it in a very unfortunate manner.

Now, if I had to sum up this debate and what I take away from this
afternoon, I'd say that rather than size because we've been led into
this by the independent reviewer's report, I would say it's a question
of the proper balance between efficiency, representation -- I mean a
whole set of elements.

And I think a better word than "size" is "configuration."  I think
that gives a better sense of the necessity to balance out all these
very elements or criteria.

Efficiency certainly but not at the cost of proper representation or a
sense of representation.  Representation purposely but not at the cost
of efficiency, et cetera.

And, finally, I find that the elements of debate which have come out
this afternoon will give us thought, elements for further debate and
further work on our working group to refine some of the points.  Thanks
very much.

>>THOMAS NARTEN:  Let me just close by saying thank you, Dennis.  I
think you articulated very well what I have in my mind.

I mean, my reasons sort of for supporting the idea of shrinking the
size of the board is that to some extent I agree with the observation
that we are kind of overextended.  The board does too much.  You can
argue when you look at what it's doing that there are things it
shouldn't be doing, it should be done differently.

But we're not there today, and the real question is what could we do
to restructure so that the board has more of an oversight role and is
doing -- the way, I guess, the consultants would say, the board governs
rather than manages.

So that said, I support the idea of looking at how to shrink the board
because I think it is important to start having that conversation about
what to do we do differently, how do we get there.

But also the comment that is have come back saying, don't do this
resonate with me as well and it may be this is just not the time to
have that conversation.  We've got too many other things that are more
urgent and even having the conversation is a distraction.

>>ROBERTO GAETANO:  I would like just to make a last comment to
address the question from Bertrand.  I don't have -- I'm just speaking
for myself.  I can tell you why I think that this is an urgent issue.

I have been vice chairman under Vint and under Peter.  And I have --
you know, working with them, I can see the difference.  And the
difference is that Vint was dedicating time and as much as Peter, but
he had a situation by which what he was doing for ICANN was not really
part of his job at MCI before, Google afterwards but was considered as
in that framework.

So the work that he was doing for ICANN was kind of paid for, quote-
unquote, in the framework of his financial agreement with his employer.
So he didn't need any.

Peter is an independent professional.  All the time that he is
dedicating to ICANN, he cannot dedicate to his customers, which means
while I was hearing you, I was a little embarrassed because you were
depicting a situation like somebody was going to starve and poor
children on the road and so on.  This is not the situation.

But I think -- so he can survive without having remuneration from
ICANN, but I think that it is fair to recognize this considering the
amount of work that he's doing.

And I'm saying this because I see also, you know, when you work hand
in hand with somebody for quite a while, you get also to talk about
situations that are not related to policy making.

So I think that this is the reason.  And I think that's the feeling of
the majority of the people that I have spoken about.  So it's not
urgent in the sense that it is not the end of the world if we wait. 
But, on the other hand, if we have a general consensus, why don't we do
it earlier rather than later?

This said, I think that we have been 12 minutes past the deadline,
which is I think kind of a good result in how generally go sessions
that I chair.  So I would like to thank everybody for the participation
and thank for the input.

Thank for also for those who have taken the time to repeat and make
again the points.  I think that everything is useful for us to make a
decision.

And thank you and enjoy the social event this evening.