I respond here as only an interested community participant. I am not member,
nor do I work for a member. I do sit on a couple of boards that are grounded in
both Profit and Not-for-Profit and cover different industries. So I look at
your email with some interest (I'm fascinated with corporate governance :) .
Firstly as you cut-n-pasted from the website: "Executive Council members shall
serve on the Executive Council in their personal capacity" I have redone your
matrix (attached) removing the country of origin. In light of the RIR, as a
service entity for the Internet, country affiliation shouldn't matter as the EC
member would state any conflicts as required by appropriate director conduct. I
have further coloured the EC members separately (as individuals). Additionally
I have removed Paul Wilson from the matrix as he isn't elected but has a seat
due to his employment status and it's the EC's responsibility modify that. I
think this is a more appropriate way to represent the EC trends.
I've also summarised the yearly net change of the EC in terms of a percentage
from the previous year, assuming 1998 as 0% even though the first EC was in
1996. Do remember that in most circumstances the EC member holds the position
for 2 years. Percentage change as follows:
1999 60% (remember 2 EC positions added)
If you want to take the average over the 12 years, the Executive Committee
experiences an average 22.5% change.
Also, if you take a look at the average consecutive years of EC members'
tenure, it is 3.9 years.
Is this in the bounds of being acceptable?
Now we get to the fun part.. Since the RIR is a not-for-profit organisation in
place for member benefit, when you are looking at Board composition there are
some risks and benefits you might want to consider.
- Tenure, short v's long (as both a function of stability AND
- Talent (are the members selected/elected based on their
talents/perspectives as board members?)
- Is talent being upgraded and/or in lieu of tenure?
- Can both majority and minority shareholders(*) affect the Board
(*) quoted from a Oxford Law Journal article. You could
substitute "members" here.
So what I think you are getting at in an obtuse manner is that while there
seems to be incremental changes to the Board and that average board tenure
isn't excessive you feel the voting mechanism needs review?
From memory Akinori presented in Beijing that it was up to the members to
request a review of current APNIC voting system (in terms of votes assigned and
proxies/preference use). I would think this still stands. (I would have to
check transcripts but I also think it was up to the members to request a
SIG/BoF be formed)
When voting systems are evaluated, and in this case how persons are elected to
the EC, there are many aspects to consider - some are:
- what is the state in other like (industry or responsibility and
financial level) organisations
- the constituencies involved (are they all equal/alike in scope)
- person/organisational exclusions (who cannot be nominated)
- participation levels
- In play systems (current vote weights, and so forth)
- The mechanisms in play and what is required for change versus the
- How talent is identified/nominated
- Any intrinsic or extrinsic factors
On 09/03/2010, at 3:23 AM, Naresh Ajwani wrote:
> Dear All,
> On the basis of my association and experience during the last few years, I
> appreciate and respect the processes and bottom up approach being followed at
> APNIC and have been strongly advocating the same at various forums. In the
> same spirit, I am confident that the call made for election reforms, at the
> recently held meet at KL, would also be looked into with a positive and all
> inclusive manner.
> Before any reforms are undertaken, one needs to understand the past scenario
> and the composition of EC (given below) which can be a good starting point:
> The table is obvious on many unspoken but visibly glaring aspects which,
> coupled with certain important excerpts of the by-laws reproduced below, will
> help in understanding the areas of concern as well as the way forward for the
> esteemed APNIC-TALK group:
> The Executive Council:
> · .....the Executive Council shall be composed of seven members elected
> at AGMs in accordance with the provisions of by-laws.
> · Executive Council members shall serve on the Executive Council in
> their personal capacity and shall act in the best interests of the APNIC
> membership and not the Member organisation to which that individual belongs.
> Only one individual per Member organisation may be elected to sit on the
> Executive Council.
> · A meeting of the Executive Council is duly constituted for all
> purposes if at the commencement of the meeting there are present in personnot
> less than one half of the total number of Council members or their duly
> authorised representatives.
> EC Confidentiality
> · All business undertaken by the EC is confidential to the EC.
> · All EC members are requested to execute a formal non-disclosure
> undertaking with APNIC
> · EC members should respect this confidentiality by:
> – not recording EC meetings
> – not inviting other members to participate in, or listen into EC
> meetings without the prior permission
> of the Chair of the EC
> – not circulating EC mail messages to any third party without the
> express permission of the Chair
> of the EC–not divulging any membership information of which they
> are aware as an EC member.
> Regards and best wishes,
> Naresh Ajwani
> apnic-talk mailing list
> [email protected]
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