[Chapter-delegates] Notes from the Board in response to recent question

[Olivier MJ Crépin-Leblond]

Dear Ted,

thank you for your responses to the Chapter Delegates Mailing List.

Please find our comments/responses in-line:

On 19/03/2024 03:06, Ted Hardie via Chapter-delegates wrote:
> Dear delegates and other list members,
>
> First, let me thank everyone who has reached out to engage with the 
> board.  I can’t give full answers to all of the questions from the 
> recent email threads yet, but the board has discussed some of them and 
> I wanted to reflect those now.
>
>
> The ISOC UK chapter asked about the establishment of a separate board 
> for the ISOC Foundation.  Currently, the governance of the foundation 
> is separate from the governance of the ISOC board and it has 
> independent committees, reports, and strategy development.  The same 
> individuals are, however, on both boards.  There has been periodic 
> discussion of whether that should change; given the recent change in 
> the scope of the Foundation’s work as a supporting organization, the 
> board does not intend to make this change now.  It is, instead, 
> considering whether to add outside advisors to the Foundation’s 
> Strategic Advisory Committee; this would require a change to the 
> charter (the current charter is available here: 
> https://www.isocfoundation.org/board-of-trustees/committees/strategic-advisory-committee/ 
> <https://www.isocfoundation.org/board-of-trustees/committees/strategic-advisory-committee/>).  
> If we move forward with this, these outside advisors would share these 
> duties with the Trustee members of the committee:
>
>  *
>
>     Provide advice on Foundation-wide and program area strategy to the
>     Executive Director, as requested;
>
>  *
>
>     Provide advice to the Executive Director on questions and metrics
>     for the Foundation’s programs;
>
>  *
>
>     Review progress on the Foundation’s programs once every quarter
>     with the Executive Director and provide advice based on emerging
>     insights;
>
>  *
>
>     Provide other strategic advice, as requested by the Executive
>     Director.
>
> The board believes that this step might help provide beneficial 
> outside perspectives without requiring the outside advisors to be 
> deeply involved in the work of the Foundation as a supporting 
> organization.
>

Thank you for discussing this. It is very helpful.

You mention a “recent change in the scope of the Foundation’s work as a 
supporting organization”.Could you please explain this? Was this announced?

Regarding the governance proposals you shared, I fail to understand how 
these are likely to improve the five pillars of Governance which are 
Accountability, Fairness, Transparency, Oversight and Independence. The 
Foundation should have these five pillars at its core and right now the 
structure fails to show that. The use of “outside advisors” is very 
surprising because by their very position of being “outside” and 
“advisors” there is nothing in what they are saying that could hold any 
weight when the “advice” they provide runs counter to the wishes of the 
people they advise. Funnelling all advisors through the Executive 
Director concentrates influence and authority in that single role, 
creating a potential vulnerability or point of excessive control, thus 
there is no kind of transparency, oversight or independence with this 
set-up. The only point that might be fulfilled by having outside 
advisors might be “fairness” but that’s only one of the five pillars. It 
is imperative that the Trustees recognize the potential risks they 
expose themselves to by adhering to a governance framework that exhibits 
such structural deficiencies for an organisation dedicated to project 
financing. Has a risk analysis, a bottom-line entry level governance 
litmus test, even been considered with the current set-up?

We look forward to seeing future plans of the Board in relation to the 
Internet Society Foundation.



> The ISOC UK also asked a question about CEO renewal. The board 
> recognizes that strong leadership is critical to advancing Internet 
> Society’s mission and it has had CEO Succession plans in place since 
> Kathy Brown's tenure as CEO.  The CEO Succession Planning Committee is 
> the group currently charged to consider CEO renewal, and it has worked 
> since its inception to ensure that a strong leadership continuity plan 
> is in place to enable ISOC to continue its work in now and in the 
> future.  The committee continuously maintains a CEO profile, 
> identifies and develops ISOC’s talent base, and updates and 
> prioritizes key skills and capabilities essential for leadership in 
> our industry and in furthering our mission.  The CEO committee 
> recently gave a report to the board, and the board continues to 
> consider it.  We will provide further updates on that in due course.  
> I will add, however, that the composition of the committee (and all of 
> the committees) is based on a balance of factors, including the 
> committee workloads of individual members. As a quick look at the 
> overlapping requirements and exclusions for the different Internet 
> Society shows, assignment to committees can be difficult.   All 
> recommendations from the committee are reviewed and approved by the 
> full board, however, and this will continue to be the case.
>

Unfortunately you did not appear to answer the question in relation to 
the CEO renewal. By Andrew’s own admission, his term will end this 
summer, at which point an offer will be made to renew or a search for a 
replacement should start as soon as possible. Such searches don’t happen 
quickly. With four months to go until August 2024, there is very little 
time, unless an interim CEO will be appointed.


I am surprised that, in response to the question, the Board has not 
committed to the points we have made in question 1.4. Neither have you 
provided a response to question 1.3.2. Lastly, there does not appear to 
be a process in place yet on the Board in regards to the decision on the 
CEO - questions 1.6 and 1.7. With only a few months to go, surely it 
would be good practice to be ready?




>
> The ISOC UK chapter asked about the five year plan for ISOC.  You may 
> recall that there were a series of consultations on this topic last 
> year, and I am happy to report that the 5 year strategy was approved 
> at the most recent board meeting.  Staff are developing the materials 
> for the distribution of the 5 year strategy now, and I anticipate that 
> those will be available within a few weeks.
>

There are several points we would like to make about this:

Firstly, the consultations, it would have been helpful to have these 
consultations opened up as fora, for the community members to be able to 
discuss their proposals openly rather than having sessions where only 
the Board received feedback. Perhaps I missed this, but some of the 
decisions that were made by the Board appear to be more and more 
secretive. Previously consultations were much more open.

Why is the five year plan not in a form that is ready for consumption by 
the community?  I find it unusual that the Board approves something that 
has not been made available to the community first and thus does not 
know what the Board has approved - it appears that Board members are not 
even allowed to speak about the plan.

I recently learned the Board of Trustees will share the 2030 Strategy 
with Organisational Members on May 7th in 'A Conversation with the 
Internet Society's Board of Trustees.' However, there's been no 
announcement to share the strategy with Chapters yet. Despite recent 
interactions with the Board and Executives, wouldn't it be wise to align 
Chapters with the Board's actions?


I am really concerned about the secrecy that is embedding itself in 
Internet Society processes. The culture was, from the very beginning, 
one of open collaboration and processes - reflecting the culture of the 
Internet. Everything was shared, unless there was a specific reason to 
keep it confidential.. Unfortunately I can’t help feeling that the 
Internet Society has slid year on year, to run its processes with a 
different default: unless something needs to be shared (in which case it 
will be formatted for sharing), information is going to remain 
confidential. This appears to be a culture change. Is this the feeling 
of Board members too? Now there appear to be more closed Board meetings 
than open meetings. We accept there is need for confidentiality for a 
period over some issues such as personal and time sensitive data but are 
concerned over increasing obscurity in processes, decision making, 
evidence and community engagement

This is putting a great strain on the Chapter-selected Board members. 
Are they able to reach out to the Chapter community? Can they speak to 
Chapters openly? It seems that because so much is happening in 
confidence within the Board and because the overall mood at that level 
is that of fear, Board members are scared to say anything for fear of 
betraying something confidential that’s being discussed by the Board. Is 
this the kind of environment we want for an organisation that preaches 
open collaboration? Shouldn’t the Internet Society actively practise 
what it preaches in its governance processes?



> The ISOC New York chapter asked if the board were willing to dedicate 
> a specific amount of time at each meeting to listening to the 
> chapters.  The board believes that open forums or community 
> consultations should include all parts of the community and that these 
> are generally more useful when they focus on a specific 
> mission-related topic.  The board intends to hold an open forum as 
> part of the 5 year strategy release, and it is open to suggestions 
> from the community on other mission-related topics for future open forums.
>
> The ISOC UK chapter asked about the I* coordination efforts.  As 
> Andrew noted, there are ongoing staff interactions among the different 
> organizations, and the CEO-level interactions are limited to moments 
> when there is a specific challenge.  The board is not aware of any 
> previous occasion in which the boards of these organizations have 
> jointly developed a strategy or action plan, and we do not see a 
> challenge rising to that level of joint action at this time.
>

It is unfortunate that the Internet Society does not appear to have 
records of the I* interactions which showed a unified front in the face 
of the critics/threats of the time.

I can point you to a few examples:

  *

    Letter to IEG Chair regarding 3rd draft of ITU SGS report for
    WTPFhttps://www.nro.net/letter-to-ieg-chair-regarding-3rd-draft-of-itu-sgs-report-for-5th-wtpf/
    <https://www.nro.net/letter-to-ieg-chair-regarding-3rd-draft-of-itu-sgs-report-for-5th-wtpf/>

  *

    Internet Technical Leaders Welcome IANA Globalization
    Progresshttps://www.icann.org/en/announcements/details/release-internet-technical-leaders-welcome-iana-globalization-progress-14-3-2014-en
    <https://www.icann.org/en/announcements/details/release-internet-technical-leaders-welcome-iana-globalization-progress-14-3-2014-en>

  *

    Joint Statement from ISOC/ICANN
    Meetinghttps://www.icann.org/en/announcements/details/joint-statement-from-isoc--icann-meeting-20-12-2014-en
    <https://www.icann.org/en/announcements/details/joint-statement-from-isoc--icann-meeting-20-12-2014-en>


If you are looking for “challenges” for the respective organisations to 
come into action, whilst the usual “suspect” the ITU is focussing on its 
own work thanks to the excellent work of its Secretary General Doreen 
Bogdan-Martin (and her colleagues), there are plenty of other 
fundamental topics which require a united front at the highest level and 
right now I do not see that leadership taking place:

  *

    Netmundial +10 - in the original Netmundial the I* organisations
    collaborated together to shape the preparations to make it a
    success. What is ISOC doing at present to help shape Netmundial +10
    be a success?

  *

    WSIS+20: a fundamental process which requires the help and support
    of all I* organisations. I understand that each organisation, by
    itself, has varying levels of support for WSIS+20 but it feels like
    the organisations are more passengers than drivers in the process…
    and what happens if the WSIS+20 ship hits an iceberg and sinks?

  *

    The UN Global Digital Compact: you may like it or you may oppose it.
    My understanding is that many I* organisations are treating this
    process with suspicion. Is there any kind of coordination in
    relation to the potential repercussions of such a process happening
    at the UN?

  *

    The Internet We Want: The High Level IGF Leadership Panel at the IGF
    composed by Global eminent members (
    https://www.intgovforum.org/en/content/igf-leadership-panel-members
    <https://www.intgovforum.org/en/content/igf-leadership-panel-members>)
    ran a consultation on a position paper they published about “The
    Internet We Want” - an excellent set of values and characteristics
    that need to be defended for the Internet to continue its mission to
    connect everyone together. The I* organisations, including the
    Internet Society (which by the way had published its “Internet
    Invariants” (
    https://www.internetsociety.org/policybriefs/internetinvariants/
    <https://www.internetsociety.org/policybriefs/internetinvariants/>)
    appeared to be completely absent from this - and definitely
    completely uncoordinated.

Sadly, the last one was a missed opportunity. I hope the I* will not 
miss other opportunities. I am concerned that everyone is now resting 
with a sense of status quo. There is no such thing as a status quo. The 
world is evolving very fast and if the I* organisations sit in a status 
quo then one day the whole system on which the Internet is built will 
disappear.




> The ISOC UK chapter asked about the financial reporting from the 
> Internet Society.  The board believes ISOC is reporting its financials 
> in line with regulatory requirements and accepted practice.  The board 
> also notes that the Internet Society made significant changes to 
> ensure that resources could be shared across projects, to reduce 
> duplication of effort.  Instituting cross-charging or other 
> time-tracking efforts to produce detailed project-based reporting 
> seems, at least at this point in time, like it might lose some of 
> those gains.
>

Whilst the UK Chapter commends the Internet Society Board of Trustees 
for its thrifty use of resources, we are surprised to learn that 
including more details in the published accounts would result in an 
increase in costs.



> As the board continues its discussion, I or another member of the 
> board will continue to provide updates.  Thanks again for your 
> engagement and for your dedication to the vision and mission of the 
> Society.
>
> best regards,
>
> Ted Hardie


Thank you Ted. We look forward to the Board's attention in the matters 
we are raising.

Kindest regards,

Olivier MJ Crépin-Leblond, PhD
Chair - Internet Society UK England Chapter
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