[Chapter-delegates] Message from Internet Society Audit Committee Chair

[Richard Hill]

I agree with Olivier’s comments below.


Best,

Richard

 

From: Chapter-delegates [mailto:chapter-delegates-bounces at elists.isoc.org] On Behalf Of Olivier MJ Crépin-Leblond via Chapter-delegates
Sent: Monday, 9 November, 2020 10:02
To: Heather West
Cc: chapter-delegates at elists.isoc.org
Subject: Re: [Chapter-delegates] Message from Internet Society Audit Committee Chair

 

Dear Heather,

thank you for your kind responses. Please find my comments below:

On 06/11/2020 00:19, Heather West wrote:

[...]

The current policy was unanimously approved to replace a previous version of the policy from 2011; as I understand it, clarifications to the 2011 policy were needed. That’s the history that I know right now - but I would be very surprised if CoI policies have not been in place for most of ISOC’s existence, given IRS requirements for nonprofits. In the case of current discussion, there was some disagreement amongst Trustees as to how to interpret the current policy - that is not ideal. We can clarify based on learnings from those discussions. We wanted to draw the community's attention to this while we work out what clarifications to the policy might be needed.


Thank you for providing a bit of background to this. To be clear, I agree that a conflict of interest policy is needed. I just do not think that the conflict of interest policy as it is now defined is fair towards all candidates. In fact, I believe it is especially unfair towards chapter candidates. In my previous email I proposed alternatives which I hope the Board of Trustees will consider.




 

>  * Why is there a focus on organisations that used to be, in the past,

>    referred to as the I-star organisations, organisations that were

>    viewed as friends, but now appear to be no longer? Why were more

>    "distant" organisations, like ITU, or the IEEE, or ACM not given as

>    an example?

 

The examples in the CoI policy are only examples ("include, but are not limited to") - they are intended to be illustrative of the kinds of organizations that *may* be a conflict of interest. While the current CoI policy notes these are only examples, there may be a way to make that even more clear in the policy. I don’t know why those examples were chosen, but it’s likely because they were notable examples that many Trustees would be familiar with and thus able to use to think through potential conflicts of interest - you are correct that both are an important part of the wider Internet community that we work within, as are the other examples you note. 


Understood. Perhaps I am reading too much into the examples.




 

>  * Why is there a mention of "individuals who are directly involved in

>    the policy development process of these organisations" instead of

>    referring to being in their leadership? There is no difference made

>    between being in the leadership of an organisation and contributing

>    benevolently to a working group.

 

As I understand it, the CoI policy is intended to ensure that Trustees can participate in any number of organizations or related activities - we want to be able to draw Trustees from a wide pool (of course, as elected by members of the community). However, if a Trustee is part of the direct policymaking or governance of multiple organizations, then that can create a conflict of interest - what if a decision would benefit one and be to the detriment of another?


The problem is that a definition of "Leadership" is possible. For example, one could define "Leadership" as being a Chair, Vice Chair, Board member, Official Representative of a body that makes policy that is likely to directly impact Internet Society Policy Advocacy. 
But instead, there is this vague "directly involved in the policy development process" which is not strictly definable. Does this include being a member of an ICANN working group? Does it include filing a comment in the Public Consultation process that ICANN uses as a key way to collect input from the public? There is no hardline definition of "directly involved in the policy development process" and therefore this puts a very large number of people in a position that if they want to be on the ISOC Board of Trustees, they need to completely withdraw from *any* policy development.




We don’t want to put the Board or our Trustees in that difficult position. As I understand it, advising other organizations is not a conflict of interest, but determining policy for an organization in the same areas of engagement as ISOC creates the potential for problems (regardless of whether they are formally on a leadership team for that organization). The CoI policy does also have other examples in the document - for instance, full members of the IAB or members of the IESG are excluded from being Trustees due to ISOC's relationship with the IETF. 


Yes, but this over-protective attitude is actually exclusionary. Conflict of interest policies in many organisations, especially organisations that involve volunteers, enable the Board member to make their decision to recuse themselves from discussions, not the other way around. As I said, excluding someone from *all* ISOC Trustee activity when there is a chance every few years that there might be a conflict of interest in one decision process of the Board of Trustees is throwing the baby out with the bathwater. How would people active in IETF working groups like to be told that they cannot be involved in the IETF (and not only the IAB or IESG who are the leadership)? So you have to drop your IETF work if you want to be on the ISOC Board of Trustees? It does not make sense, but that's exactly what's being asked of volunteers regarding any other organisation than the IETF.




 

>  * Why is there an ill-conceived mention of "policy development"

>    relating to IGF? The Internet Governance Forum does not make any

>    policy, it is... a discussion forum - this sentence is embarrassing

>    for ISOC as it appears to point at ignorance of this basic point.

 

This inclusion seems to create some confusion; I admit that I am less familiar with the workings of the IGF than some. But it has been noted that the MAG Chair appears to make policy for the IGF. In any case, the confusion on this point would seem to merit some clarification that participation in discussion forums are not conflicts as envisioned by the CoI policy (as I understand it).


So this again needs to be clarified as being the "Leadership" of the IGF and to define what that is. Does this mean an MAG member is blocked from being a Trustee? Should ISOC Staff be prevented from being MAG members too? In fact, should ISOC prevent itself from having any direct input in the MAG? I see this as a double edged sword. I remember the time when it was an asset to have people who were in the inside tracks of the different organisations in order to enhance collaboration - but it seems that the policy is one of isolation now?




 

>  * If deciding to open the can of worms, why not open it fully and also

>    include conflict of interests of individuals that work for large

>    corporations that are directly involved in Internet Governance -

>    corporations that could benefit from ISOC's "independent policy

>    views" advocacy on a National or International level? They get paid

>    by these corporations - surely that's a greater conflict of interest

>    than the one of volunteers?

 

If they were in the "board or leadership" of the organizations you mention, they would also likely be covered by the first sentence of this section. Corporations generally do not have formal policy development bodies the way volunteer organizations do, so the sentence about the policy development bodies doesn't apply. Depending on the kind of organization, and the role within the organization, it is possible that someone might be deemed to have a conflict of interest. I don’t know if that has come up in the past.


I don't feel at ease targeting anyone, because this is not my aim, but over years and years, the candidates that were selected by Organisational Members came from the policy side of the organisations. Again you say "Leadership" when the Conflict of Interest says "engaged in policy". I took this as an example because here too, I do not think it would be fair to block someone from these Organisational Members to be barred from a position on the ISOC BoT because their company was involved in policy that could conflict.
What is a policy counsel? Director of public policy? Technology policy? Advocacy? How many companies have such people involved in the ICANN policy development process? How many companies have representatives that are involved on the MAG? How many develop policy and interact with governments regarding the topics which the Internet Society is addressing? 
That is why I again recommend we turn the table around and have members of the BoT declare their interests and withdraw on the rare cases when there is a conflict, rather than barring them from the seat altogether. We *want* people on the Internet Society Board of Trustees to have as large an address book and as much knowledge and experience as possible. When they are not conflicted on the topic discussed we want them to bring as much insight as possible. We want them to have access to as many people as possible. We want support from these companies. That is how you build a network, not by putting barriers all around and blocking oneself into an ivory tower. 




 

>The Conflict of Interest policy, as it currently stands, could prevent a

>lot of very competent people from taking on positions on the ISOC Board

>of Trustees.

 

The intent of the CoI policy is to be as narrow as possible, while also ensuring that Trustees are making decisions in the best interest of ISOC. We agree that being overly restrictive of the activities of potential Trustees would be a mistake. But, again, it is important not to have a conflict between any Trustee’s position with ISOC and their formal role within another organization.


That's were things are really wrong. I understand that the ISOC Board of Trustees has fiduciary duty towards ISOC and that is absolutely fine and is defined by law. But ISOC Board of Trustees should make decisions in the best interest of the *Mission* that ISOC has defined it will pursue. I dispute that this should be in the best interest of ISOC itelf. Otherwise you are now turning ISOC into a self serving organisation. Sometimes, what is good for the Mission of ISOC might not be good for ISOC itself.




 

>1. Have a policy that allows all Board members to declare their

>interests publicly, for all to see, on a publicly accessible page, which

>can be updated regularly.

 

Trustees do declare their potential conflicts on a regular basis, using a standard form; as Chair of the Audit Committee, I collect and monitor them. This is another thing that the IRS asks about from a process perspective. There have been discussions about whether to post these publicly, there has not been agreement about whether this is always possible.


There are two things: declaring interests and declaring conflicts. Declaring interests transparently helps others establish whether there actually a conflict. Declaring only conflicts allows for obfuscation of conflicts. 




 

>2. Have a policy that allow Board members to recuse themselves from

>discussions where their other commitments pose a conflict of Interest

>for this topic only. I understand that one or more members of the Board

>did exactly this during the PIR discussions.

 

In most cases, the CoI policy calls for the recusal of a Trustee when a conflict arises. There is a very narrow set of circumstances wherein the conflict is structural in nature; in this case, the policy instead requires the person to choose between their role on the Board or within the other organization, as recusal would not adequately protect ISOC. The goal is to make these circumstances as rare as possible while remaining responsible, as Trustees, to ISOC.


Understood. As you can see from my points above, we differ in this, as I think we differ in where we put the bar for a structural conflict, versus a topical conflict. A structural conflict exists, in my opinion, when the organisations have opposite viewpoints in all matters. A topical conflict exists on a topic by topic basis. I maintain that the organisations which ISOC wants to protect itself from are the wrong targets to label as having a structural conflict.




 

>3. Have a policy that allows the ISOC Board of Trustees to be

>accountable to the ISOC Community, the channel for the Internet Society

>to continue to excel in its Mission as listed in

> <https://www.internetsociety.org/mission/> https://www.internetsociety.org/mission/  - so the Internet Society does

>not risk being used as a lobbying tool for vested interests?

 

I’m not sure what kind of formal accountability you envision here, but I think that, generally, what you’re talking about is outside the scope of the CoI policy discussed here. I will say that I certainly see my role as a Trustee as furthering the ISOC mission, and working within the Board to ensure that ISOC remains focused on that mission - so we share a goal in that.


+1 \ This will need to be taken up by a working group outside the CoI policy.
Kindest regards,

Olivier






 

On Thu, Nov 5, 2020 at 11:39 AM Olivier MJ Crépin-Leblond <ocl at gih.com> wrote:

Dear Heather,

thank you for your kind message and thank you for raising the issue of Conflict of Interest Policy with Chapters. This email is meant to share my personal comments regarding the policy as it currently stands and to question how this was established.

First, how it was established. From your email, it appears that this conflict of interest policy was adopted unanimously by the Board of Trustees earlier this year - without any formal input from the very people affected by the policy, that is the three communities from which candidates on the Board of Trustees are drawn. Whilst I agree that, in principle, a Conflict of Interest policy is needed in any organisation, I wonder what was the trigger for this sudden waking of the sleeping dragon after so many years where the matter had not been addressed, and there did not appear to have been cause for concern. Why were the relevant communities not consulted?

Why do I call this a sleeping dragon? Because whilst I agree with you that the "Independent Policy View" section needs further review, it's a bit late to involve Chapters now that the section's already been passed by the Board. Plus, it awakens all sorts of questions, which I'll point out below.

So let's see the two main paragraphs:

Individuals in the board or the leadership of organizations that operate in ISOC’s areas of engagement shall not serve as trustees, unless the engagement is on behalf of or at the request of ISOC’s Board. Individuals who are directly involved in the policy development process of these organizations shall not serve as Interested Parties. These organizations include, but are not limited to, ICANN (Internet Corporation for Assigned Names and Numbers) and the IGF (Internet Governance Forum).

Chapters

Given ISOC’s relation with its chapters, members of the leadership of an ISOC chapter, which include the chapter’s president and treasurer, shall not serve as ISOC trustees

I have a serious problem with the specific mentioning and therefore targeting of ICANN and IGF. This is not only because I am involved as a volunteer in these two organisations, but because it unfairly targets the involvement of most of our Chapter members in Internet Governance, whether at ICANN or IGF - and an overwhelming majority of Chapter members are involved as volunteers in these organisations. 

I would go further that their involvement in these organisations create the very fabric that the multistakeholder model is built on. Without this, there is no multistakeholder model. Is this what the Internet Society wants?

*	Why is there a focus on organisations that used to be, in the past, referred to as the I-star organisations, organisations that were viewed as friends, but now appear to be no longer? Why were more "distant" organisations, like ITU, or the IEEE, or ACM not given as an example?
*	Why is there a mention of "individuals who are directly involved in the policy development process of these organisations" instead of referring to being in their leadership? There is no difference made between being in the leadership of an organisation and contributing benevolently to a working group.
*	Why is there an ill-conceived mention of "policy development" relating to IGF? The Internet Governance Forum does not make any policy, it is... a discussion forum - this sentence is embarrassing for ISOC as it appears to point at ignorance of this basic point.
*	If deciding to open the can of worms, why not open it fully and also include conflict of interests of individuals that work for large corporations that are directly involved in Internet Governance - corporations that could benefit from ISOC's "independent policy views" advocacy on a National or International level? They get paid by these corporations - surely that's a greater conflict of interest than the one of volunteers?

The Conflict of Interest policy, as it currently stands, could prevent a lot of very competent people from taking on positions on the ISOC Board of Trustees. This blanket ban throws the baby out with the bath water. Worse: it is discriminatory towards a specific type of volunteer. Is this really what ISOC wants? 

Instead of a policy that stops people from taking office altogether, if there is a deep concern in the ISOC Board of Trustees that conflicts of interest are a strong reality that needs to be addressed, perhaps is it time to:

1. Have a policy that allows all Board members to declare their interests publicly, for all to see, on a publicly accessible page, which can be updated regularly.

2. Have a policy that allow Board members to recuse themselves from discussions where their other commitments pose a conflict of Interest for this topic only. I understand that one or more members of the Board did exactly this during the PIR discussions.

3. Have a policy that allows the ISOC Board of Trustees to be accountable to the ISOC Community, the channel for the Internet Society to continue to excel in its Mission as listed in https://www.internetsociety.org/mission/  - so the Internet Society does not risk being used as a lobbying tool for vested interests?

 

As I said, these are my personal views. I accept that I might be out of line, but my interest here is to safeguard the Internet multistakeholder model and when I see a friendly organisation wandering towards fragmenting this vulnerable ecosystem into "us against them" amongst its friends, I cannot keep my mouth shut.

Kindest regards,

 

Olivier

 

 

On 04/11/2020 01:35, Heather West via Chapter-delegates wrote:

 

As Chair of the Internet Society Audit Committee, I wanted to share an update with you.


As you may know, the Audit Committee reviews the Conflict of Interest forms filed by members of the Board of Trustees and officers of the Internet Society to ensure that we are in compliance with our Conflict of Interest (“CoI”) policy.

The CoI policy states that members of the Board of Trustees cannot hold a position in the policy development process in another organization operating in the Internet Society’s areas of engagement, and we are evaluating a situation where this restriction may be relevant. One of our Trustees has been appointed as a non-voting member to the GSNO Council, the Generic Names Supporting Organization – a policy-development body that develops and recommends policies relating to generic top-level domains (gTLDs) to the ICANN Board.

The Internet Society has a long history of collaborating with our diverse community from around the world, and is committed to having vibrant and robust global engagement. We work across countries and cultures and seek diverse cross-organizational expertise. This makes us stronger—sound practices and clear policies are a critical part of that.

We recognize that the expertise of our trustees is also valued by other groups. At the same time, our community is best served when board members are able to maintain their independence from other organizational interests that are in the Internet Society’s areas of engagement.

While our CoI policy was adopted unanimously by the Board of Trustees earlier this year, the Board has determined that a section addressing a conflict under the “Independent Policy View” section needs further review. The Governance Committee will evaluate this section with the goal of providing its assessment and recommendations to the Board for further discussion.  We anticipate this work will be concluded by the time of our next Board of Trustees meeting.

Below is the link to our Conflict of Interest policy on the Internet Society website. 

https://www.internetsociety.org/coi-policy/  

Sincerely,

Heather West
Audit Committee, Chair, Internet Society Board of Trustees

  

=========== Español =========== 

Como presidente del Comité de Auditoría de Internet Society, quería compartir una actualización con ustedes.

Como saben, el Comité de Auditoría revisa los formularios de Conflicto de Interés presentados por miembros de la Junta Directiva y funcionarios de Internet Society para asegurarse de que cumplimos con nuestra política de Conflicto de Interés ("CoI").

La política de CoI establece que los miembros de la Junta Directiva no pueden ocupar un puesto en el proceso de desarrollo de políticas en otra organización que opere en las áreas de participación de Internet Society, y estamos evaluando una situación en la que esta restricción puede ser relevante. Un integrante de la Junta Directiva ha sido designado como miembro sin derecho a voto del Consejo de GSNO, la Organización de Apoyo para Nombres Genéricos, un organismo de desarrollo de políticas que desarrolla y recomienda políticas relacionadas con los dominios genéricos de nivel superior (gTLD) a la Junta de ICANN.

Internet Society tiene un largo historial de colaboración con nuestra diversa comunidad de todo el mundo y está comprometida a tener un compromiso global vibrante y sólido. Trabajamos en distintos países y culturas y buscamos diversos conocimientos especializados entre organizaciones. Esto nos hace más fuertes: las prácticas sólidas y las políticas claras son una parte fundamental de eso.

Reconocemos que la experiencia de los integrantes de nuestra Junta Directiva también es valorada por otros grupos. Al mismo tiempo, se sirve mejor a nuestra comunidad cuando los miembros de la Junta pueden mantener su independencia de otros intereses organizacionales que se encuentran en las áreas de participación de Internet Society.

Si bien nuestra política de CoI fue adoptada por unanimidad por la Junta Directiva a principios de este año, la Junta ha determinado que una sección que aborda un conflicto en la sección "Opinión de la política independiente" necesita más revisión. El Comité de Gobierno evaluará esta sección con el objetivo de proporcionar su evaluación y recomendaciones a la Junta para su posterior discusión. Anticipamos que este trabajo concluirá en el momento de nuestra próxima reunión de la Junta Directiva.

A continuación se muestra el enlace a nuestra política de Conflicto de Interés en el sitio web de Internet Society.

https://www.internetsociety.org/coi-policy/

Sinceramente,

Heather West

Presidente, Comité de Auditoría, Junta Directiva de Internet Society 

 

=========== Français ===========

En tant que président du comité d'audit de l'Internet Society, je voudrais vous faire part d'une mise à jour.

 

Comme vous le savez peut-être, le comité d'audit examine les formulaires de conflit d'intérêt remplis par les membres du conseil d'administration et les dirigeants de l'Internet Society afin de s'assurer que nous sommes en conformité avec notre politique, en matière de conflit d'intérêt ("CoI").

 

La politique en matière de conflits d'intérêts stipule que les membres du conseil d'administration ne peuvent pas occuper de poste dans le processus d'élaboration des politiques d'une autre organisation opérant dans les domaines d'engagement de l'Internet Society, et nous évaluons actuellement une situation dans laquelle cette restriction pourrait s’avérer pertinente. L'un de nos administrateurs a été nommé membre sans droit de vote du Conseil du GSNO, soit l'Organisation de soutien des noms génériques - un organe d'élaboration des politiques qui élabore et recommande au conseil d'administration de l'ICANN des politiques relatives aux domaines génériques de premier niveau (gTLD).

 

L'Internet Society collabore depuis longtemps avec notre communauté diversifiée du monde entier, et s'engage à avoir un engagement mondial dynamique et solide. Nous travaillons à travers les pays et les cultures et recherchons une expertise transversale diversifiée. Cela nous permet d'avoir des pratiques plus solides - et des politiques claires sont un élément essentiel dans cette démarche.

 

Nous reconnaissons que l'expertise de nos administrateurs est également appréciée par d'autres groupes. En même temps, notre communauté est mieux servie lorsque les membres du conseil d'administration sont capables de maintenir leur indépendance par rapport aux intérêts d’autres organisations qui sont dans les domaines d'engagement de l'Internet Society.

 

Bien que notre politique de CoI ait été adoptée à l'unanimité par le conseil d'administration au début de cette année, le conseil a déterminé qu'une section traitant d'un conflit dans la section "Independent Policy View" doit faire l'objet d'un examen plus approfondi. Le comité de gouvernance évaluera cette section dans le but de fournir son évaluation et ses recommandations au conseil d'administration pour une discussion plus approfondie. Nous prévoyons que ce travail sera terminé d'ici la prochaine réunion du conseil d'administration.

 

Vous trouverez ci-dessous le lien vers notre politique en matière de conflits d'intérêts sur le site web de l'Internet Society.

https://www.internetsociety.org/coi-policy/

 

Sincèrement,

Heather West

Président du comité d'audit, du conseil d'administration de l'Internet Society





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