Subject: Re: [ietf-nomcom] Final List of NomCom 2012-13 Volunteers

From: SM <[email-masked]>
Date: Mon, 06 Aug 2012 14:36:53 -0700

At 21:01 05-08-2012, NomCom Chair wrote:
>The volunteers are listed below. Please let me know as soon as possible
>if you see any problems with this list. (For example, you volunteered but
>your name doesn't appear, or more likely, I misspelled your name.)

The final list of NomCom volunteers comprises individuals from:

   1. Nokia Siemens Networks

   2. Nokia

   3. Siemens

A summary of the previous list of affiliations was posted at 
http://www.ietf.org/mail-archive/web/ietf/current/msg74209.html 
There was a comment from an individual about
Nokia being different from Nokia Siemens Networks is different from 
Siemens ( 
http://www.ietf.org/mail-archive/web/ietf/current/msg74203.html 
).  According to www.nokia.com,  "Nokia Siemens Networks, jointly 
owned by Nokia and Siemens, is one of the leading providers of 
telecommunications infrastructure hardware, software and professional 
services globally".

RFC 3777 does not define primary affiliation.  I don't think that the 
IETF should as it set formal rules which can be "gamed".  If RFC 3777 
is to be followed NomCom can end up with six volunteers with 
affiliated to the three companies mentioned above.  Let's say that I 
challenge the list of NomCom volunteers on the grounds of 
affiliation.  The NomCom Chair will have to come up with an 
interpretation of RFC 3777.  By doing that I am also putting into 
question the presumption of "good faith".

Once a precedent is set it will be viewed as appropriate for other 
companies to follow that.  It is easier to find another path if the 
process is not invoked.  Can anyone suggest what that other path could be?

Regards,
-sm

---

From: "Eggert, Lars" <[email-masked]>
Date: Tue, 7 Aug 2012 05:34:37 +0000

Hi,

On Aug 6, 2012, at 23:36, SM <[email-masked]> wrote:
> A summary of the previous list of affiliations was posted at http://www.ietf.org/mail-archive/web/ietf/current/msg74209.html There was a comment from an individual about
> Nokia being different from Nokia Siemens Networks is different from Siemens ( http://www.ietf.org/mail-archive/web/ietf/current/msg74203.html ).  According to www.nokia.com,  "Nokia Siemens Networks, jointly owned by Nokia and Siemens, is one of the leading providers of telecommunications infrastructure hardware, software and professional services globally".

right. Companies own parts of other companies. But they remain separate legal entities, and the volunteers have employment contracts with usually only one one of those entities.

> Once a precedent is set it will be viewed as appropriate for other companies to follow that.  It is easier to find another path if the process is not invoked.  Can anyone suggest what that other path could be?

I don't think there is a path. In the case above (and some others, e.g. Sony-Ericsson when it still existed, or Alcatel-Lucent) the names of the subsidiaries makes this clear, and the size of the shared owned by the mother companies requires disclosure, but this is not always the case. Furthermore, such acquisitions can happen while the NomCom is sitting.

IMO this is similar to the affiliation issue with consultants, or dual affiliations. (For example, I have a corporate affiliation and am an adjunct professor, so I could in some cases rightfully use a university affiliation, depending on who funds my attendance at any given time.)

I don't think there is any sane way in handling this. Luckily, at the moment this is not an issue for the vast majority of volunteers, so we can simply decide to ignore it. (If Cisco, Huawei, Juniper and Ericsson are starting to buy each other, then we will enter interesting times...)

Lars

PS: I have worked for Nokia in the past (but not NSN or Siemens).

---

From: SM <[email-masked]>
Date: Mon, 06 Aug 2012 23:56:27 -0700

Hi Lars,
At 22:34 06-08-2012, Eggert, Lars wrote:
>right. Companies own parts of other companies. But they remain 
>separate legal entities, and the volunteers have employment 
>contracts with usually only one one of those entities.

Here's some examples from previous lists of volunteers (I removed the 
name of the individuals):

Case 1:

  Cisco Systems/University of Oregon
  Meetecho/University of Napoli
  Verizon Inc./University of Texas at Dallas

Case 2:

  Huawei Technologies    (Huawei)
  Nokia Corporation       (Nokia)
  Cisco
  Cisco Systems           (Cisco)
  Cisco Systems GmbH      (Cisco)
  Huawei USA              (Huawei)
  Huawei

Case 3:

  PT Taylor Consulting Inc. (Huawei)

My assumption is that if the individuals followed legal separation as 
a guideline it would have complicated matters.

>I don't think there is a path. In the case above (and some others, 
>e.g. Sony-Ericsson when it still existed, or Alcatel-Lucent) the 
>names of the subsidiaries makes this clear, and the size of the 
>shared owned by the mother companies requires disclosure, but this 
>is not always the case.

The easy path is to pick a name (which I assume the individuals 
provided) and keep the selection process easy for the NomCom Chair.

>  Furthermore, such acquisitions can happen while the NomCom is sitting.

RFC 3777 actually covers this case:

   "A change in the primary affiliation of a voting volunteer during
    the term of the nominating committee is not a cause to request
    the recall of that volunteer, even if the change would result in
    more than two voting volunteers with the same affiliation."

>IMO this is similar to the affiliation issue with consultants, or 
>dual affiliations. (For example, I have a corporate affiliation and 
>am an adjunct professor, so I could in some cases rightfully use a 
>university affiliation, depending on who funds my attendance at any 
>given time.)

Yes.

>I don't think there is any sane way in handling this. Luckily, at 
>the moment this is not an issue

Yes.

>  for the vast majority of volunteers, so we can simply decide to 
> ignore it. (If Cisco, Huawei, Juniper and Ericsson are starting to 
> buy each other, then we will enter interesting times...)

The problem with waiting for it to be issue is that the NomCom 
process may end up being questioned then.

Regards,
-sm

---

From: Dave Crocker <[email-masked]>
Date: Tue, 07 Aug 2012 09:40:49 -0700

On 8/6/2012 10:34 PM, Eggert, Lars wrote:
> separate legal entities, and the volunteers have employment contracts
> with usually only one one of those entities.

The rule about number of employees on Nomcom should, IMO, pertain to 
ownership relationships, not legal constructs.  The concern is influence 
(conflict of interest).   We can't do much about which companies do 
business with which other companies -- these, too, can create conflicts 
of interest.  But straightforward ownership relations are simple to 
consider.  (I think we can ignore ownership changes that happen during 
our process; we don't need the extra precision.)

Nomcom needs as much diversity as it can get.

Is attendance at IETF and volunteering for nomcom so limited that we 
cannot enforce enough separation to require corporate separation counts 
subsidiaries as a single company?

d/

-- 
  Dave Crocker
  Brandenburg InternetWorking
  bbiw.net

---

From: Barry Leiba <[email-masked]>
Date: Thu, 9 Aug 2012 00:05:51 -0400

> Nomcom needs as much diversity as it can get.

100% agreement here.

> Is attendance at IETF and volunteering for nomcom so limited that we cannot
> enforce enough separation to require corporate separation counts

The problem is that this creates odd artifacts, so we have to decide
how we handle them.

Take the Nokia / Siemens / NSN example, and suppose we have an
assortment of volunteers from each.  Now:

- A Nokia person is selected.  Then an NSN person is selected.  This
would seem to block another Nokia selection (two "from Nokia"
already), and another NSN selection... but would NOT block a Siemens
selection.

- A Nokia person is selected, then a Siemens person.  Now an NSN
person blocks all three companies from having any more, but either a
Nokia or a Siemens selection still allows one from the other company,
but not one from NSN.

Etc.  It's weird.  It might be how we want it to be (or it might not;
I'm ambivalent, and need to consider it more), but it's weird.

Barry

---

From: Dave Crocker <[email-masked]>
Date: Thu, 09 Aug 2012 07:58:55 -0700

On 8/8/2012 9:05 PM, Barry Leiba wrote
> assortment of volunteers from each.  Now:

Imagine a company with a number of independently-run "divisions". Very 
different product areas, different management up through general 
manager, etc.  Imagine each sends people to the IETF and they volunteer 
for Nomcom.

The current rule aggregates them into a single count.

Imagine that each of those divisions is a corporate subsidiary of the 
same holding company.

Do the current rules aggregate those folk into a single count?  If not, 
they should.

I'll claim that the arrangement you cited is merely a variant of a 
subsidiary arrangement.  The fact that there are two "parent" companies 
does make this seem odd, but there is an ownership arrangement, and 
that's what the limitation rule applies to.

The core difference between your vie and mine, I believe, is that you 
believe it is unfortunate to limit some folks' selection because of the 
artifact of some corporate relationships.  Yet that's exactly what the 
limitation rule is for.

What you call 'artifact' I call primary effect.  The purpose of the rule 
is to limit Nomcom influence by any single organization.

My own perspective is that we need to have an extremely rich diversity 
of participants.  If we can't get that, we have a very large, very basic 
problem with our selection process.

The limitation rule needs to be simple and easy to apply.  No nuances. 
So, any ownership, employment or consulting relationship defines the 
boundaries of an aggregation pool.  A person can be a member of more 
than one pool and are subject to the limitations of all of them.

d/

ps. The limitation rule should also apply for consultants.  Any 
consultant with a financial arrangement with an IETF-participating 
company should be counted in its limitation pool.  Multiple clients 
means counting in /each/ of those companies.

---

From: "Eggert, Lars" <[email-masked]>
Date: Thu, 9 Aug 2012 15:12:02 +0000

Hi,

On Aug 9, 2012, at 16:58, Dave Crocker <[email-masked]> wrote:
> Imagine that each of those divisions is a corporate subsidiary of the same holding company.
> Do the current rules aggregate those folk into a single count?  If not, they should.

can you think of a simple way to achieve this goal? I'm not at all opposed to this view, but every way of handling this that I could come up with was more complex than IMO warranted.

Lars

---

From: Barry Leiba <[email-masked]>
Date: Thu, 9 Aug 2012 11:27:33 -0400

You appear to be missing my point.  The fact that there are two parent
companies is exactly the thing that makes it difficult: we could have two
nomcom members from Nokia AND two from Siemens, for a total of four... OR
two from NSN, which would block any others from either Nokia or Siemens.
 That's inconsistent.

Barry

On Thursday, August 9, 2012, Dave Crocker wrote:

> different product areas, different management up through general manager,
> etc.  Imagine each sends people to the IETF and they volunteer for Nomcom.
>
> does make this seem odd, but there is an ownership arrangement, and that's
> what the limitation rule applies to.
>
> My own perspective is that we need to have an extremely rich diversity of
> participants.  If we can't get that, we have a very large, very basic
> The limitation rule needs to be simple and easy to apply.  No nuances. So,
> any ownership, employment or consulting relationship defines the boundaries
> of an aggregation pool.  A person can be a member of more than one pool and
> are subject to the limitations of all of them.
>
>
> d/
>
> ps. The limitation rule should also apply for consultants.  Any consultant
> with a financial arrangement with an IETF-participating company should be
> counted in its limitation pool.  Multiple clients means counting in /each/
> of those companies.
>
> --
>  Dave Crocker

---

From: Dave Crocker <[email-masked]>
Date: Thu, 09 Aug 2012 08:36:41 -0700

On 8/9/2012 8:27 AM, Barry Leiba wrote:
> companies is exactly the thing that makes it difficult: we could have
> two nomcom members from Nokia AND two from Siemens, for a total of
> four... OR two from NSN, which would block any others from either Nokia
> or Siemens.  That's inconsistent.

You seem to think that it's inappropriate to count Nokia and Siemens 
folk together.  Why?

They have an ownership arrangement and that's the focus of the rule.

What is it that makes it essential to count applicants from these two 
companies separately, given the underlying concern for ensuring 
diversity and independence on Nomcom?

d/

---

From: Ross Callon <[email-masked]>
Date: Thu, 9 Aug 2012 12:21:37 -0400

But Nokia and Siemens are separate independent companies. They happen to have cooperated on one project (NSN), but otherwise are independent and compete with each other. 

Thus Nokia and Siemens should each be allowed to have two members on nomcom, if they happened to get picked. 

The issue comes up regarding what happens to the Nokia and Siemens quota's if someone from NSN happens to be selected for nomcom. 

There are a few constraints which are relatively straightforward:

	The number of voting members from Nokia must be less than or equal to 2. 
	The number of voting members from Siemens must be less than or equal to 2.
	The number of voting members from NSN must be less than or equal to 2. 

	If it is correct that NSN is wholely owned by Nokia plus Siemens, then we might 
	add a constraint that the maximum number total from all of Nokia, plus Siemens, 
	plus NSN must be less than or equal to 4. (since there are only two independent
	companies here, not three). 

If these are the only constraints, then this could lead to the result that if first two Nokia people are picked, then two NSN people are picked, then Siemens would not be able to get anyone on nomcom (since essentially their quota is used up by NSN). One option is to say "sorry, that is how the constraints work". Another possible way around this would be to add two more constraints: Nokia plus NSN is less than or equal to 3, and Siemens plus NSN is less than or equal to 3. 

Ross

-----Original Message-----
From: [email-masked] [mailto:[email-masked]] On Behalf Of Dave Crocker
Sent: Thursday, August 09, 2012 11:37 AM
To: Barry Leiba
Cc: <[email-masked]>
Subject: Re: [ietf-nomcom] Final List of NomCom 2012-13 Volunteers

d/

-- 
  Dave Crocker
  Brandenburg InternetWorking
  bbiw.net
_______________________________________________
ietf-nomcom mailing list
[email-masked]
https://www.ietf.org/mailman/listinfo/ietf-nomcom

---

From: Mary Barnes <[email-masked]>
Date: Thu, 9 Aug 2012 11:36:38 -0500

I'm personally not at all concerned about the Nokia/Siemens Enterprise/NSN
employees being considered as separate entities and there is only one
volunteer from NSN and one from Siemens Enterprise (which is a different
entity from the Siemens that is part of the NSN venture).

My concern with this list of volunteers is that I believe contractors
should be required to disclose who funds their IETF participation.  This is
generally what is expected of the nominees for the open positions, so I
think it should equally apply to the nomcom members that are deciding who
should fill the positions.

Mary.

On Thu, Aug 9, 2012 at 11:21 AM, Ross Callon <[email-masked]> wrote:

> But Nokia and Siemens are separate independent companies. They happen to
> have cooperated on one project (NSN), but otherwise are independent and
> compete with each other.
>
> The issue comes up regarding what happens to the Nokia and Siemens quota's
> if someone from NSN happens to be selected for nomcom.
>
> If these are the only constraints, then this could lead to the result that
> if first two Nokia people are picked, then two NSN people are picked, then
> Siemens would not be able to get anyone on nomcom (since essentially their
> quota is used up by NSN). One option is to say "sorry, that is how the
> constraints work". Another possible way around this would be to add two
> more constraints: Nokia plus NSN is less than or equal to 3, and Siemens
> plus NSN is less than or equal to 3.
>
> Ross
>

---

From: "Eggert, Lars" <[email-masked]>
Date: Thu, 9 Aug 2012 16:47:48 +0000

On Aug 9, 2012, at 18:36, Mary Barnes <[email-masked]> wrote:
> should be required to disclose who funds their IETF participation.

+1

Lars

---

From: Ross Callon <[email-masked]>
Date: Thu, 9 Aug 2012 12:50:34 -0400

> My concern with this list of volunteers is that I believe contractors should be required to
> disclose who funds their IETF participation.  This is generally what is expected of the
> nominees for the open positions, so I think it should equally apply to the nomcom\
> members that are deciding who should fill the positions.
>
> Mary.
I agree.
Ross

---

From: "Adrian Farrel" <[email-masked]>
Date: Thu, 9 Aug 2012 17:57:41 +0100

when we play this game in contracts, we usually talk about "control" or
"ownership". These are usually expressed in a percentage stake. That may be a
very useful way to proceed here. Noting that ownership is not the same as
control, but that while ownership can be measured, control is harder to
determine.

It is clear (to me) that if company X owns 5% of the stock of company Y, this
should not be an issue for NomCom selection.
It is also clear (to me) that if company X owns 100% of company Y, this is
something we want to think about.

So are we just searching for a percentage? Does "less than 50%" do the trick? Is
there some other magic number?

I might make the same point wrt consultants. If, like me, a consultant gets >75%
of their income from a single source, then they should declare affiliation to
that source. If they get 5% from a source, do we also expect to see that listed?
I don't think so. 

Finally: if I stand for NomCom and have stock in company Z, do I need to declare
that?

Adrian

> From: [email-masked] [mailto:[email-masked]]
> On Behalf Of Ross Callon
> Sent: 09 August 2012 17:22
> To: [email-masked]; Barry Leiba
> The issue comes up regarding what happens to the Nokia and Siemens quota's if
> someone from NSN happens to be selected for nomcom.
> 
> 	If it is correct that NSN is wholely owned by Nokia plus Siemens, then
we
> might
> If these are the only constraints, then this could lead to the result that if
first two
> Nokia people are picked, then two NSN people are picked, then Siemens would
> not be able to get anyone on nomcom (since essentially their quota is used up
by
> NSN). One option is to say "sorry, that is how the constraints work". Another
> possible way around this would be to add two more constraints: Nokia plus NSN
> is less than or equal to 3, and Siemens plus NSN is less than or equal to 3.
> 
> Ross
>

---

From: Dave Crocker <[email-masked]>
Date: Thu, 09 Aug 2012 10:09:05 -0700

On 8/9/2012 9:36 AM, Mary Barnes wrote:
> should be required to disclose who funds their IETF participation.  This
> is generally what is expected of the nominees for the open positions, so
> I think it should equally apply to the nomcom members that are deciding
> who should fill the positions.

This is a completely separable topic, so let's separate it.

I'm a consultant.  I believe that I should be required to list any 
clients I have who participate in the IETF[1] and that I should count in 
their limitation pool.

In other words, I agree with Mary.

This isn't a subtle issue, subject to nuance, IMO.

d/

[1] My first draft of text for this said "who have an interest in the 
IETF" but then I realized that almost every company that does any 
Internet-related business "has an interest in" the IETF.  So I think the 
more direct "participates in" language makes more practical sense.

---

From: John C Klensin <[email-masked]>
Date: Thu, 09 Aug 2012 14:08:32 -0400

--On Thursday, August 09, 2012 12:21 -0400 Ross Callon
<[email-masked]> wrote:

> But Nokia and Siemens are separate independent companies. They
> happen to have cooperated on one project (NSN), but otherwise
> are independent and compete with each other. 
> 
> Thus Nokia and Siemens should each be allowed to have two
> members on nomcom, if they happened to get picked. 
> 
> The issue comes up regarding what happens to the Nokia and
> Siemens quota's if someone from NSN happens to be selected for
> nomcom. 
> 
> 	The number of voting members from Nokia must be less than or
> equal to 2.  	The number of voting members from Siemens must
> be less than or equal to 2. 	The number of voting members from
> NSN must be less than or equal to 2. 
> 
> 	If it is correct that NSN is wholely owned by Nokia plus
> Siemens, then we might  	add a constraint that the maximum
> number total from all of Nokia, plus Siemens,  	plus NSN must
> be less than or equal to 4. (since there are only two
> independent 	companies here, not three). 
> 
> If these are the only constraints, then this could lead to the
> result that if first two Nokia people are picked, then two NSN
> people are picked, then Siemens would not be able to get
> anyone on nomcom (since essentially their quota is used up by
> NSN). One option is to say "sorry, that is how the constraints
> work". Another possible way around this would be to add two
> more constraints: Nokia plus NSN is less than or equal to 3,
> and Siemens plus NSN is less than or equal to 3.

Ross,

I am sympathetic to what you are trying to do here, but I think
it leads to an unacceptable result.  Suppose that, through
another industry consolidation next year, a new entity emerged
called ABC, precisely 1/3 owned by Acme Corp, Beer Corp, and
Cola Corp, each of whom maintains a significant participation
presence in the IETF and intends to continue to do so.  I agree
with those who think that 5% - 10% ownership participation
should not be a major issue, but my threshold for concern
definitely sets in at 1/3 and maybe even at 1/4.

To make this more amusing, assuming that there are periodic
technical coordination meetings among relevant parts of the
parent companies and the subsidiary so that the parents and the
subsidiary avoid unintentionally competing with each other or
having conflicts about strategies.  Antitrust/ competitiveness
laws might have prevented Acme, Beer, and Cola from meeting with
each other on that basis before the subsidiary was created but
some of those barriers come down if they are just coordinating
with a joint subsidiary whose creation got past the regulators.

Now, applying your logic, Acme + Beer + Cola + ABE should be
permitted up to six Nomcom slots if the draw comes out that way,
in spite of the fact that the four organizations are
collaborating on technical strategy.  They presumably would not
be coordinating on IETF leadership strategy, but the barriers
are thin and all might think they would benefit from a
concentration of "friendly" people on the IESG or IAB.    Six is
a majority of the Nomcom and would make me (at least) very
nervous.

I think that, if a pair or group of companies form strong
alliances (formation of a joint subsidiary is one such alliance,
but not the only one), then it is wiser to treat them as a
single entity for Nomcom purposes even though one could argue it
discriminates somewhat against the parents.

   john

---

From: Dave Crocker <[email-masked]>
Date: Thu, 09 Aug 2012 11:23:26 -0700

> something we want to think about.

The lines of thinking that Adrian, Ross and others are applying are all 
reasonable.  However as reasonable as these approaches seem they create 
a number of problems.

First is that the rules try to be subtle, clever and careful, such as by 
determining the transitional percentage.  On the average most groups -- 
and especially ours -- aren't very good at being subtle, clever or 
careful.  The rule at issue here is a kind of law and it has been 
observed that laws do not operate with surgical precision.

Second is that these rules are trying to apply a particular model in 
determining possible/likely influence upon Nomcom members.  If we are 
going to try to apply an influence model, it needs to have some 
empirical basis.

Unfortunately there has been quite a bit of research about what 
influences individuals in decision-making, and many of the results are 
highly counter-intuitive.  For example, one line of that research 
suggests that less money can have more influence than more money.

This motivates returning to an underlying question:

      Why is it essential that we allow more than two people from 
related companies onto Nomcom?  Why is it not better to ensure more 
highly diverse participation?

So I'll again strongly suggest the simple rule:

      Any ownership in common links companies into the same pool.

d/

---

From: "Adrian Farrel" <[email-masked]>
Date: Thu, 9 Aug 2012 19:24:50 +0100

Can we get Beer Corp to sponsor an IETF meeting?

> On Behalf Of John C Klensin
> Sent: 09 August 2012 19:09
> To: Ross Callon; [email-masked]; Barry Leiba

---

From: "Adrian Farrel" <[email-masked]>
Date: Thu, 9 Aug 2012 19:31:38 +0100

Dave,

>       Any ownership in common links companies into the same pool.

This is attractive, but doesn't it break down when Company X buys one share of
common stock in Company Y?
And it opens up my question about whether I can be selected to serve on NomCom
if I personally hold stock in a company that already has two people selected to
serve.

You mentioned subtlety and the difficulty of applying it. I think that we may
have to swing in the opposite direction and make bold, but high-level statements
about "significant control". After all, the stock market does the same thing.
Oh, and if you remain really worried, there are anti-trust laws as well.

A

---

From: Dave Crocker <[email-masked]>
Date: Thu, 09 Aug 2012 11:34:35 -0700

> Finally: if I stand for NomCom and have stock in company Z, do I need to declare

To re-apply my comments on influence models, wrt consulting and the like:

      Again, something like a 5% vs. 75%  rule does not reflect the 
actual way people are influenced in their decision-making.

Keep the rule utterly trivial:

      If a person has /any/ financial arrangement with a company (any 
money or stock) then they must count in that company's limitation pool.

The nature of limitation rules is such that any goal of their providing 
real committee independence frankly requires that the rules are unfair 
to many individuals.

d/

---

From: Ross Callon <[email-masked]>
Date: Thu, 9 Aug 2012 14:38:49 -0400

> discriminates somewhat against the parents.

When Juniper Networks was a very young company, just getting started and just getting funded, it got funding from several companies. I can't recall precisely which companies, but Wikipedia specifically mentions AT&T, Northern Telecom, 3Com, UUnet/Worldcom, Siemens, and Ericsson. 

I don't think that it would have been reasonable at the time to limit the combination of AT&T, NT, 3Com, UUnet, Siemens, and Ericsson to a total of only 2 members of nomcom. 

Also of course it is possible for different combinations of companies to cooperate in different ways at the same time. For example, while these six companies were cooperating in funding Juniper, it is entirely likely that one of the them would have been cooperating with a seventh company on some other effort. IBM and Dell are mentioned in the Wikipedia entry as cooperating with Juniper on OEM agreements. I don't think that the Siemens / Nokia cooperation over NSN was going on at the same time, but if it were and if we take the "lump these into the same pool" argument to its extreme, then we would end up with of AT&T, NT, 3Com, UUnet, Siemens, Ericsson, IBM, Dell, and Nokia limited to a total of 2 members of nomcom (and some of these were probably funding some work at MIT, Stanford, and other universities, so let's lump them together also). 

I am specifically not trying to be perfect, but trying to come up with something that is good enough for now. 

Ross

---

From: "Fred Baker (fred)" <[email-masked]>
Date: Thu, 9 Aug 2012 18:41:39 +0000

>     Any ownership in common links companies into the same pool.

I'm reading all of this, and wonder whether we're approaching it the wrong way.

I'm not sure that there is any single rule that can prevent bad things from happening, and applying layers and layers of legal bandaids has pretty much the same effect as applying layers and layers of bandaids to anything else - it eventually takes a lawyer to figure out which direction is up.

May I suggest another approach?

How about if we, when we seat a nomcom, permit concerned individuals to file an appeal with the IAB over the membership of the nomcom. If the appeal succeeds, the nomcom process is reset, and the effective terms of sitting folks previously selected by a nomcom are extended by as long as it takes for a newly-selected nomcom to complete its process.

If we do that, I think we can stop armchair-lawyering a solution that may or may not actually address a hypothetical question, and in fact address real problems should they arise.

---

From: Dave Crocker <[email-masked]>
Date: Thu, 09 Aug 2012 12:08:00 -0700

> May I suggest another approach?

I applaud any effort to step back and look for a different approach to
these issues.

> How about if we, when we seat a nomcom, permit concerned individuals
> to file an appeal with the IAB over the membership of the nomcom. If
> the appeal succeeds, the nomcom process is reset, and the effective
> terms of sitting folks previously selected by a nomcom are extended
> by as long as it takes for a newly-selected nomcom to complete its
> process.
>
> If we do that, I think we can stop armchair-lawyering a solution that
> may or may not actually address a hypothetical question, and in fact
> address real problems should they arise.

What Fred is suggesting presumes that it is comfortable to lodge an 
appeal about membership.  Again, the reality of human behavior mitigates 
against this otherwise reasonable model.

Note that we have never dislodged anyone from an IETF position by way of 
an appeal.  (And yes, there has periodically been strong rumblings in 
the community that would have led one to expect otherwise.)

We need proactive rules that are most likely to achieve the goals we 
set, rather than highly ineffective rules that produce results we don't. 
  A model that places an appeal (reactive respone) as the primary means 
of enforcing the goals we set means that we expect the proactive rules 
to be ineffective.

For reference, an appeal is a form of lawyering, standing or armchair. 
Conflict of interest is a rule-making matter.  We can't avoid being 
lawyers about our own laws.

d/

---

From: John C Klensin <[email-masked]>
Date: Thu, 09 Aug 2012 16:20:36 -0400

--On Thursday, August 09, 2012 14:38 -0400 Ross Callon
<[email-masked]> wrote:

>> alliances (formation of a joint subsidiary is one such
>> alliance, but not the only one), then it is wiser to treat
>> them as a single entity for Nomcom purposes even though one
>> could argue it discriminates somewhat against the parents.
> 
> When Juniper Networks was a very young company, just getting
> started and just getting funded, it got funding from several
> companies. I can't recall precisely which companies, but
> Wikipedia specifically mentions AT&T, Northern Telecom, 3Com,
> UUnet/Worldcom, Siemens, and Ericsson. 
> 
> I don't think that it would have been reasonable at the time
> to limit the combination of AT&T, NT, 3Com, UUnet, Siemens,
> and Ericsson to a total of only 2 members of nomcom. 

And I agree.  That is precisely why, despite the desire to do
something really simple, I think we either need to give up on
having any established criteria at all and go with an
objection/appeal scenario such as the one Fred suggested
(although I agree with Dave's objections) or that we do need to
distinguish between small fractional ownership and enough
investment, control, or coordinated relationships to create a
potential problem in Nomcom or elsewhere.  Picking again on NSN
as an example, if Nokia and Siemens had less that 10% ownership
each and no arrangements independent of ownership that would
permit either to pick the management of the partially-owned
subsidiary, I'd stop worrying about conflicts, even if Nokia,
Siemens, and NSN ended up with two Nomcom members each.  The 10%
is fairly arbitrary -- others might pick a different threshold
-- but it is a lot smaller, in terms of ability to control
policy, that 1/2 or 1/3.

>...
> Also of course it is possible for different combinations of
> companies to cooperate in different ways at the same time. For
> example, while these six companies were cooperating in funding
> Juniper, it is entirely likely that one of the them would have
> been cooperating with a seventh company on some other effort.
> IBM and Dell are mentioned in the Wikipedia entry as
> cooperating with Juniper on OEM agreements. I don't think that
>...

When I said "strong alliances" (which I admit is still somewhat
subjective), I deliberately didn't say "cooperate".  I'm happy
to leave the question of when "cooperation" becomes "collusion
on important matters" to the lawyers and regulators.  

> I am specifically not trying to be perfect, but trying to come
> up with something that is good enough for now. 

So am I.  I think we are in agreement about the principles, I
was just questioning the details of your suggestion that could
result in a single, heavily intertwined, collection of entities
ending up with a majority on the Nomcom.

    john

---

From: Stewart Bryant <[email-masked]>
Date: Thu, 09 Aug 2012 23:32:33 +0100

> discriminates somewhat against the parents.

John, what is your advice when the set of companies are owned
by or licensed by a single government?

Stewart

---

From: Mary Barnes <[email-masked]>
Date: Thu, 9 Aug 2012 18:27:10 -0500

In general, I really like the idea, however this Nomcom can't afford to
reset the selection process. It's already starting late and the key IETF
for this Nomcom is earlier than it has been at other times.

Certainly, we are debating something that hasn't yet happened, so it's not
unreasonable to wait and see what happens.  There is a week or so appeal
period after the announcement of the selected nominees.  The selection
process usually produces 15 names so there's a reserve to draw from should
someone no longer be willing or able to serve on the Nomcom.  I personally
would hope that if there appears to be more than 2 for a given affiliation
(no matter how one defines it), that the 3rd, etc. volunteers would make
the personal decision not to serve on the Nomcom and then the chair can
work his way down the queue to select additional voting members.

Mary.

On Thu, Aug 9, 2012 at 1:41 PM, Fred Baker (fred) <[email-masked]> wrote:

> I'm not sure that there is any single rule that can prevent bad things
> from happening, and applying layers and layers of legal bandaids has pretty
> much the same effect as applying layers and layers of bandaids to anything
> else - it eventually takes a lawyer to figure out which direction is up.
>
> How about if we, when we seat a nomcom, permit concerned individuals to
> file an appeal with the IAB over the membership of the nomcom. If the
> appeal succeeds, the nomcom process is reset, and the effective terms of
> sitting folks previously selected by a nomcom are extended by as long as it
> takes for a newly-selected nomcom to complete its process.
>
> If we do that, I think we can stop armchair-lawyering a solution that may
> or may not actually address a hypothetical question, and in fact address
> real problems should they arise.

---

From: "Fred Baker (fred)" <[email-masked]>
Date: Thu, 9 Aug 2012 23:33:41 +0000

On Aug 9, 2012, at 4:27 PM, Mary Barnes wrote:

There is a week or so appeal period after the announcement of the selected nominees.  The selection process usually produces 15 names so there's a reserve to draw from should someone no longer be willing or able to serve on the Nomcom.  I personally would hope that if there appears to be more than 2 for a given affiliation (no matter how one defines it), that the 3rd, etc. volunteers would make the personal decision not to serve on the Nomcom and then the chair can work his way down the queue to select additional voting members.

Ah, there you go being reasonable, rational, logical, and mature. If mailing list discussions are to be believed, that is a rare and valuable quality in this community...

---

From: Ross Callon <[email-masked]>
Date: Thu, 9 Aug 2012 20:15:31 -0400

I think that Mary's suggestion is the right thing to do for the current nomcom.

Thanks, Ross

From: [email-masked] [mailto:[email-masked]] On Behalf Of Mary Barnes
Sent: Thursday, August 09, 2012 7:27 PM
To: Fred Baker (fred)
Cc: <[email-masked]>
Subject: Re: [ietf-nomcom] Final List of NomCom 2012-13 Volunteers

In general, I really like the idea, however this Nomcom can't afford to reset the selection process. It's already starting late and the key IETF for this Nomcom is earlier than it has been at other times.

Certainly, we are debating something that hasn't yet happened, so it's not unreasonable to wait and see what happens.  There is a week or so appeal period after the announcement of the selected nominees.  The selection process usually produces 15 names so there's a reserve to draw from should someone no longer be willing or able to serve on the Nomcom.  I personally would hope that if there appears to be more than 2 for a given affiliation (no matter how one defines it), that the 3rd, etc. volunteers would make the personal decision not to serve on the Nomcom and then the chair can work his way down the queue to select additional voting members.

Mary.
On Thu, Aug 9, 2012 at 1:41 PM, Fred Baker (fred) <[email-masked]<mailto:[email-masked]>> wrote:

If we do that, I think we can stop armchair-lawyering a solution that may or may not actually address a hypothetical question, and in fact address real problems should they arise.
_______________________________________________
ietf-nomcom mailing list
[email-masked]<mailto:[email-masked]>
https://www.ietf.org/mailman/listinfo/ietf-nomcom

---

From: Henk Uijterwaal <[email-masked]>
Date: Fri, 10 Aug 2012 08:34:28 +0200

On 09/08/2012 20:41, Fred Baker (fred) wrote:

> How about if we, when we seat a nomcom, permit concerned individuals to file
> an appeal with the IAB over the membership of the nomcom. If the appeal
> succeeds, the nomcom process is reset, and the effective terms of sitting
> folks previously selected by a nomcom are extended by as long as it takes for
> a newly-selected nomcom to complete its process.

I'd suggest to do this _before_ the actual selection, that is, once the
list of nomcom volunteers is known, make a list of affiliations and group
those which are the same company.  Publish those groups with some period
for appeal.  When the selection algorithm is run, not more than 2 people
from a group can be selected.

Henk

-- 
------------------------------------------------------------------------------
Henk Uijterwaal                           Email: henk(at)uijterwaal.nl
                                          http://www.uijterwaal.nl
                                          Phone: +31.6.55861746
------------------------------------------------------------------------------

Read my blog at http://www.uijterwaal.nl/henks_hands.html

---

From: Henk Uijterwaal <[email-masked]>
Date: Fri, 10 Aug 2012 08:43:54 +0200

On 09/08/2012 20:34, Dave Crocker wrote:

>      If a person has /any/ financial arrangement with a company (any money or
> stock) then they must count in that company's limitation pool.

I'm not sure if I'd consider volunteering for the nomcom if that meant that I
have to hand over a copy of my investment portefolio records.  Also, most
people who invest in stocks, will spread their money over a large number of
companies to spread the risk.  Is having a few % of your money invested in
company X really going to affect any decisions you'd be making on the nomcom?

Henk

---

From: SM <[email-masked]>
Date: Fri, 10 Aug 2012 00:31:30 -0700

>from a group can be selected.

This would mean invoking the dispute resolution process where the 
Internet Society President appoints an arbiter to investigate and 
resolve the issue.

The arbiter will likely invoke the following:

  "The IETF community depends on the honor and integrity of the
   participants to make the process work".

Mary Barnes made a suggestion ( 
http://www.ietf.org/mail-archive/web/ietf-nomcom/current/msg00439.html ):

   "The selection process usually produces 15 names so there's a reserve to
    draw from should someone no longer be willing or able to serve on the
    Nomcom.  I personally would hope that if there appears to be more than 2
    for a given affiliation (no matter how one defines it), that the 3rd, etc.
    volunteers would make the personal decision not to serve on the Nomcom and
    then the chair can work his way down the queue to select additional voting
    members."

There is not always a right way to resolve an issue.  The above 
provides a path which can be part of the oral tradition that keeps a 
process consistent without the rigidity of formal rules.

Regards,
-sm

---

From: Barry Leiba <[email-masked]>
Date: Fri, 10 Aug 2012 09:31:46 -0400

>      If a person has /any/ financial arrangement with a company (any money
> or stock) then they must count in that company's limitation pool.
>
> The nature of limitation rules is such that any goal of their providing real
> committee independence frankly requires that the rules are unfair to many
> individuals.

Oh, my.  This has now gotten beyond being laughable.  My proposal for
a 3777 update[1] has gotten feedback that we want to *minimize* who we
eliminate, in order to allow our most experienced people on the
NomCom... such that there's been pushback to my suggestion to exclude
the IAB Executive Director and the IRTF Chair.  And yet we have what
appear to be serious suggestions that we group Nokia and Siemens as
one affiliation for the purpose of computing NomCom affiliation
limits.  And now this?  Oy.

I worked for IBM for 32 years, and left in 2009.  Of course I hold IBM
stock.  I should count as an IBM affiliate for that?  I'm due a
pension from IBM, as well.  Should I count as an IBM affiliate for
that?  For that matter, 32 years is a long time, and I only left three
years ago.  Should I count as an IBM affiliate for that?  In fact, one
might think that after leaving I might be angry and might *dis*favour
them: Should I count as an IBM affiliate for that?

This is all going off the deep end.

It's clear that "Huawei" and "Huawei Technologies" and "Huawei USA"
and "Futurewei" are all the same; that's the easiest one.

It's clear that "IBM" and "Lotus" and "Tivoli" are the same, and that
"Microsoft" and "Hotmail" and "Skype" are the same, and that "eBay"
and "PayPal" are the same, and so on.  That's the next stage, and it's
also not too hard.

But it's clear to me that Nokia and Siemens are not the same, despite
their owning a company together.  It's quite common in our business
for companies to have various joint ventures, of varying scope and
longevity.  We can look at who licenses patents to whom, who
subcontracts for whom, who make joint press repeases about cooperative
agreements and so on.  In general, I cannot imagine calling such pairs
(or triplets, or...) of companies one unit for the purpose of
affiliation counting.

The joint ventures themselves (NSN, in the examples we've been using)
are the tricky bits, and my inclination for them is to consider them
separate from the parent companies, and to use Mary's suggestion for
exceptional circumstances (if, for example, Nokia, Siemens, and NSN
all wind up with two voting NomCom members selected).

As with most things in the IETF, we have to start by assuming that
people will behave appropriately.  We have lots of evidence that some
people don't, but we also have lots that most of us do most of the
time.  It's how we survive.

Barry

[1] https://datatracker.ietf.org/doc/draft-leiba-3777upd-eligibility/

---

From: Barry Leiba <[email-masked]>
Date: Fri, 10 Aug 2012 09:53:58 -0400

Addressing the "too many volunteers from some big companies" issue
that started this mess.

Do you all recall what Matt's been sending, what the ADs have been
pushing, what the chairs have been forwarding to their working
groups?:  Solicitations for NomCom participation, which say how
important it is to the IETF that everyone participate in the process.
Please, we've been saying, please volunteer for the NomCom.

Do you see what we're doing now?:  We're saying that it frightens us
when we see a lot of people taking that to heart and volunteering.  No
one said, nor meant to say, "It's important to support the NomCom
process, so please volunteer, but only if you don't work for a big
company."  Cisco has something above 10% of the overall IETF
participation, and a huge number of long-time highly experienced IETF
participants.  It shouldn't be surprising that a lot of them have
volunteered.  My Huawei colleagues can be counted on to respond when
you say "It's important to volunteer!", and they will volunteer in
large numbers, in the honest spirit of wanting to be a part and
responding to the call.

The way to deal with the balance, the diversity that we're looking for
isn't to turn around and try to limit things more, but to push for
more IETF participation and more NomCom volunteerism from the smaller
companies, the universities, or whoever else you would like to see
represented more on the NomCom.  And, of course, part of that involves
looking for what changes we can make in the IETF that will make it
more open to participation from the smaller guys, as it used to be --
we know that it's become increasingly harder for small companies to be
able to afford to have their people in IETF leadership positions, and
on the NomCom, because of the time commitments and various costs
involved.

I think we need to stop spending so much time worrying about who *is*
volunteering, and look at changing who *isn't*.

Barry

---

From: John C Klensin <[email-masked]>
Date: Fri, 10 Aug 2012 10:01:05 -0400

> by or licensed by a single government?

Stewart,

What I've been objecting to here is the notion that some simple
and draconian rule will serve our needs.  I continue to believe
that whatever we do about disqualifying people, it should be
balanced against the desirability of having people on the Nomcom
who actually have deep knowledge about how the IETF works and
how the leadership bodies function.

That, and other things, lead me to agree with Henk that a
requirement to disclose financial portfolios or even the names
of entities for whom one has done a day or two of consulting
over the prior year would hurt us more (by causing perfectly
reasonable people from the Nomcom pool) than it would bring
benefit.

I also mostly agree with Barry's recent note and at least some
of Mary's remarks: there are troubling edge cases.  We might be
able to make well-defined rules for some of them but we are
ultimately going to need to establish guidelines, rely on
individual good faith, and hope that qualified people don't
overcompensate too much in the interest of avoiding doubt.  

As an example, I personally believe that "IETF attendance and
participation supported by..." usually ought to be considered as
equivalent to "employed by" for Nomcom selection purposes.
People who respect that principle won't volunteer for the Nomcom
or will quietly withdraw if too many people from that company
are selected.  People who don't will lie (or omit information)
and no stronger rule will protect us.   I say "usually" because,
for example, I've occasionally taken travel money from companies
with no particular interest in the outcomes of specific IETF
work other than it converge, reach consensus, and succeed.  I'd
draw the line if they were actually paying for my time, but I
don't see any particular influence arising from one meeting's
worth of travel support.

To answer your question, I think there is a huge distance
between "owned by" and "licensed by".  The latter, in one way or
another (and with niceties for some federal systems) applies to
almost every company in the world except that the governments
are different.  As far as ownership is concerned, the real
issues are influence and control.  No matter how much we would
like to establish a simple rule based on "follow the money" or
"any financial involvement", many of the most obvious
governmental ownership relationships do not involve control or
influence at a level that might affect the IETF.  Others do, and
I just don't see how one can write a firm and simple rule.  But
that was my starting point.

    john

---

From: "Andrew G. Malis" <[email-masked]>
Date: Fri, 10 Aug 2012 13:38:37 -0400

Dave,

Anyone who owns a telecom-oriented mutual fund (not that I'm saying
that's a smart idea) probably indirectly owns stock in a good
proportion of the companies that participate in the IETF. Would that
exclude them?

Current salary or consulting income is one thing, but let's leave
stock out of this .... unless they're the majority stockholder. :-)

Cheers,
Andy

---

From: Dave Crocker <[email-masked]>
Date: Sat, 11 Aug 2012 09:11:10 -0700

Although we charge Nomcom members with being independent-minded, our 
rules acknowledge some practical limitations to this, by virtue of 
restricting the number members from the same "company".

Conflict of interest is not about intent but about possibilities.  It is 
about associations that can plausibly have an undue influence on a 
person's decision-making.

Humans are influenced by forces that are complicated.  The only people 
who are certain of what exactly determines how a person decides things 
are people who have not studied human decision-making.  But there are 
useful guidelines and we ought to pay attention to them.  One of those 
guidelines is that influences can be quite subtle and do not require a 
financial sledgehammer, like large payments.

On 8/9/2012 11:43 PM, Henk Uijterwaal wrote:
> I'm not sure if I'd consider volunteering for the nomcom if that
> meant that I have to hand over a copy of my investment portefolio
> records.

This is a classic reductio ad absurdum reading of what was said.  It 
goes far beyond the suggestion.

The issue is current affiliations that relate to the IETF.  Why is it 
onerous for a consultant to declare the list of IETF-related companies 
in which they have an interest (by current payments or stock directly 
held)?

If someone holds direct stock in a company, it would be rather strange 
if they did not want the company to succeed.  That's an "interest" in 
the company.

On 8/10/2012 6:31 AM, Barry Leiba wrote:
 >     My proposal for
 > NomCom...

For some reason, our community of computer geeks are reliably poor at 
considering sampling methodology.  Increasing the pool increases both 
experienced and inexperienced folk.  Absent compelling empirical 
analysis, just making the pool larger won't get a more experienced 
Nomcom.  (I'll even bet it works to provide /less/ experienced folk, 
given possible hiring patterns by larger companies...)

 > stock.  I should count as an IBM affiliate for that?

And herein lies the single biggest problem with these discussions: 
Personalization.  I'm independent.  I'm fair.  I'm knowledgeable, I'm... 
So we don't have to worry about...

We need to stop evaluating based on personal views of our own likely 
behavior -- which research tends to show is incorrectly predicted by the 
person -- and start looking at common, professional assessments of 
conflict of interest.

Nomcom is important.  And its internal work is not subject to public 
review.  So we need to make its composition as balanced and diverse as 
we can.

If you are saying that holding stock in a company does not influence how 
a person makes decisions about that company, then you are making an 
assertion that goes against long-standing research.  If you are saying 
that we should not care about such influences, then let's get rid of the 
limitation rule.

> stock out of this .... unless they're the majority stockholder. :-)

Stock is often used as (sole) compensation.  We can't leave it out 
entirely.

That said, things like mutual funds owned by the individual and minority 
stakes by one company in another (as Ross cited) do suggest some 
boundaries to what should count.  I'll suggest that sector and index 
stocks should not count, whereas direct shares in a company should.

While we might not be able to formulate an utterly trivial rule, the 
only viable path is one that is clear and reasonably simple.  Anything 
that permits subjective assessment or reactive effort like an appeal, 
will be useless.

We agree that an "employee" of a company counts in its pool.

There seems to be some effort to provide nuance about "consultants" for 
the company, such as whether the company is funding IETF participation. 
  I suggest that nuance is our enemy here.

If I am doing /any/ consulting, advising or other compensated work for a 
company that has an interest in IETF work, I should be required to 
declare the affiliation and I should count in its IETF pool.[1]  The 
type of compensation should not matter.

d/

[1] The one exception I can think of, that does sometimes occur, is a 
special project that has nothing to do with IETF work /and/ that is not 
allowed to be cited publicly.  A particularly common example is some 
types of work an expert witness.  If the work is in IETF space, then 
participation in Nomcom, during the period of engagement, simply is not 
viable.

---

From: Barry Leiba <[email-masked]>
Date: Sat, 11 Aug 2012 13:03:08 -0400

> This is a classic reductio ad absurdum reading of what was said.  It goes
> far beyond the suggestion.

I don't see how it does, actually.  I suppose there was no suggestion
of "handing over records", but the suggestion *was* this:
"If a person has /any/ financial arrangement with a company (any money
or stock) then they must count in that company's limitation pool."

I apologise for my earlier disrespectful characterization of where
this discussion has spiralled to.  And yet such a suggestion seems not
only unfair, but also entirely infeasible.  It *does* seem to me that
in order to meet the requirements that Dave laid out in that quotation
above, I would have to go through all my investment statements, pick
out every company that has any participation in the IETF, and declare
all those as "affiliations" even if I have only a fraction of a share
in each.

> If someone holds direct stock in a company, it would be rather strange if
> they did not want the company to succeed.  That's an "interest" in the
> company.

But one has to put in in perspective.  Does a few shares give me
enough of an "interest" to matter?  Do other forms of "interest"
matter more?  There are also companies I want to see succeed that I
don't have a *financial* interest in.  Perhaps I have friends there,
perhaps I think they make good products, or perhaps I like their
carbon-footprint policy.  Actually, I suspect that I might be more
highly motivated to support a company where friends of mine work than
one in which I own a trinket of a dabble of a stock interest.  But
none of that's really the point: we can't pinpoint every factor that
might cause a NomCom member to be biased, and every company that she
might be biased for or against.

But the point is that that was never the intent of limiting aggregate
affiliation -- it's meant to address these conflicts at a coarse
level, not at a fine one.  And I think that's as it should be: trying
to pick poppy seeds out of the soil will turn NomCom volunteering into
a bureaucratic nightmare.  We should stick with looking at the
bright-red poppy flowers that we can see.

> Personalization.  I'm independent.  I'm fair.  I'm knowledgeable, I'm... So
> we don't have to worry about...

What words that I said above lead you to put those words in my mouth?
I might believe that I *am* independent, fair, and knowledgable, but I
didn't appeal to that above.  I said nothing of the sort.

Most of us have worked for a string of companies over the years.  Most
of us would find it very odd to have to list all of those as
"affiliations", most of our prior employers would vehemently and
rightly object to be saddled with us that way, and I believe the
NomCom would be much the worse for it.

> If you are saying that holding stock in a company does not influence how a
> person makes decisions about that company, then you are making an assertion
> that goes against long-standing research.  If you are saying that we should
> not care about such influences, then let's get rid of the limitation rule.

Hm.  Where's the straw man now?
The choice is not between eliminating every last trace of possible
influence and making no attempt whatsoever to limit it.  Until now,
we've taken a position of balance: that we need to consider what your
primary source of compensation is now.  That some people choose to
list more than one is a testament to what I said earlier: that people
mostly are trying to do the right thing.

It might be reasonable to go beyond "what your primary source of
compensation is now," though I'm not convinced of that.  If we do go
beyond it, what I'm saying is that we need to be careful how far we
go... and "holds /any/ stock" is *way* too far.

> Stock is often used as (sole) compensation.  We can't leave it out entirely.

But then we don't have to worry about stock, as such: we look at what
your primary source of compensation is.  If your primary source (or,
as I said above, sources, if you think you should list more than one)
is that Beer Company gives you 1000 shares of stock per month, then
you declare Beer Company as your affiliation.  Easy.  If you get
$20,000 a month from Wine Company and 1000 shares a month from Beer
Company, maybe you list both.  But if you bought 1000 shares of Beer
Company five years ago, because you think it's good to invest in beer,
then, no, I don't think that's cause to list Beer Company as an
affiliation.  Sorry; I just don't.

> We agree that an "employee" of a company counts in its pool.

I knew there *had* to be something we agreed on, yes.

> There seems to be some effort to provide nuance about "consultants" for the
> company, such as whether the company is funding IETF participation.  I
> suggest that nuance is our enemy here.
>
> company that has an interest in IETF work, I should be required to declare
> the affiliation and I should count in its IETF pool.[1]  The type of
> compensation should not matter.

I actually can agree with that as well -- it is well back from the
extreme stand about generic "financial interest" stuff.  Yes, I'm
willing to change our current mechanism of "primary source of
compensation" to, say, "non-trivial source of compensation" (and, yes,
I know, that still leaves the meaning of "non-trivial" open).  And I
agree that the type of compensation is irrelevant: if Beer Company
provides you free beer in exchange for making sure the Open Tap
Protocol gets standardized, that absolutely counts.

And what you say in the "exception" footnote does also apply: there
might be times when there's someone who might technically be eligible
to serve, or who might not be allowed to disclose everything she
should when serving... and that person should just decline to serve,
using professional discretion to eliminate the problem.

Barry