Subject: An oversight function - composition thereof?

From: Harald Tveit Alvestrand <[email-masked]>
Date: Fri, 10 Sep 2004 11:15:17 +0200

In the report, Scenario C has clearly identified the need for a "board of 
directors" as oversight function for the administrative entity.

Margaret has also pointed out the need for such a function in scenarios A 
and B - and multiple people have made the point that this is NOT a job that 
the selection process for the IESG and IAB is well suited for.

I'd like to hear people's comments:

1) Do we agree that such a group of people is needed? (I think the answer 
is "yes" - but it's good to check)

2) What do we think this group should be responsible for, and have the 
power to do - either directly/formally or through "the board advises 
<person with the power>, and person will do so" agreements?

3) What's an appropriate selection mechanism for that group?

As a reminder, here's the proposal for selection from appendix D of the 
report:

   *Section 4: Selection of the Board of Trustee*
   1.  *Selection of Position-Based Trustees.* The Chairs of the IETF
       and IAB shall be the two Position-Based Trustees.  These
       individuals are selected by IETF participants using the
       procedures set forth in [RFC3777] or its successor.
   2.  *Selection of Selected Trustees.* Three Selected Trustees shall
       be selected by the IETF nominations process (as defined in
       [RFC3777] or its successor) and confirmed by the IESG.  Two
       Selected Trustees shall be selected by the internet Society using
       means of their own choosing.
   3.  *Resignation.* A Selected Trustee may resign by delivering his
       resignation in writing to the Foundation at its principal office
       or to the Secretary of the Foundation.  Such resignation shall be
       effective upon its receipt or upon such date (if any) as is
       stated in such resignation, unless otherwise determined by the
       Board.
   4.  *Removal.* A Selected Trustee selected by the IETF nominations
       process may be removed from office at any time using the
       procedures specified in [RFC3777] or its successor.  A Selected
       Trustee selected by the Internet Society my be removed by the
       Internet Society using means of their own choosing.
   5.  *Vacancies.* Any vacancy in the Board of Trustees shall be filled
       using the procedures set forth above on the composition of the
       Board of Trustees.  The Trustees shall have and may exercise all
       of their powers notwithstanding the existence of one or more
       vacancies in their number.

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From: Brian E Carpenter <[email-masked]>
Date: Wed, 15 Sep 2004 11:10:50 +0200

Harald Tveit Alvestrand wrote:
> In the report, Scenario C has clearly identified the need for a "board 
> of directors" as oversight function for the administrative entity.
> 
> Margaret has also pointed out the need for such a function in scenarios 
> A and B - and multiple people have made the point that this is NOT a job 
> that the selection process for the IESG and IAB is well suited for.
> 
> 1) Do we agree that such a group of people is needed? (I think the 
> answer is "yes" - but it's good to check)

Yes, for sure, in all scenarios. In C (and D) it would probably be
the same as (or a superset of) the formal Board.
> <person with the power>, and person will do so" agreements?

I think the functions should be limited to managerial and financial
oversight. Details don't belong in such a group.

  Set objectives for the Admin Director
  Approve budget and (major) contract proposals by the Admin Director
  Review results obtained by the Admin Director
  Make recommendations to the Admin Director's manager, if needed
  In scenarios C and D, execute the statutory functions of a Board

> 3) What's an appropriate selection mechanism for that group?

Firstly, I'd say that the IETF and IAB Chairs, and one other IESG
and IAB member, should be included automatically. I also think
that the ISOC President/CEO should be included automatically.

Secondly, I would add three other people with both IETF experience
and some degree of management and business experience. I'm worried
about loading the RFC 3777 NomCom with this since they already have
a big, and rather different, job. So I'd be inclined to give
this selection job to the IAB, but using a Nomcom-like procedure.

This gives a slightly larger committee (8 people) than Carl's
proposal. But I think we need solid IAB and IESG presence plus some
independent people.

    Brian

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From: John C Klensin <[email-masked]>
Date: Wed, 15 Sep 2004 14:42:57 -0400

--On Wednesday, 15 September, 2004 11:10 +0200 Brian E Carpenter
<[email-masked]> wrote:

>...

Brian,

I think this is wrong.  The reasons are summarized in my recent
long posting, although from a somewhat different perspective.
It seems obvious to have a significant voting presence in this
body by the IETF and IAB Chairs, plus additional IAB/IESG folks.
However, if the group also handles (or directs the handling of)
donations, there is the serious potential for the appearance of
a conflict of interest if the folks who are making the
standards-approval decisions are also in that loop.   The IAB
(and its Chair) are in considerably better shape on this than
the IESG (and the IETF Chair), since the IAB has not direct
standards-setting responsibility.  But the turf is pretty
dangerous and, ultimately, the IETF's collective reputation for
balance and impartiality is one of our most important assets.

>...

    john

---

From: Brian E Carpenter <[email-masked]>
Date: Thu, 16 Sep 2004 14:32:24 +0200

John C Klensin wrote:
> standards-approval decisions are also in that loop.

I'd agree, *if* I thought this team (or the Admin Director)
would have anything to do with soliciting the donations - but
in my view its role should only include oversight of the spending,
not of the money-raising. Actually that's a fairly powerful
argument for using ISOC as the vehicle - it will be straightforward
with ISOC to separate the money-raising from the money-spending.

>  ... The IAB

Yes, and we should certainly adjust the balance of the committee, or
Board, or whatever it is, to reflect this concern.

    Brian

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From: Harald Tveit Alvestrand <[email-masked]>
Date: Thu, 16 Sep 2004 16:38:50 +0200

> Board, or whatever it is, to reflect this concern.

The crucial point for me is that if things don't work for the people who do 
the work, the oversight function learns of it quickly, and can take action 
- and vice versa; if the oversight function decides that something needs to 
change, someone with as much insight as possible in the impact on the 
standards process should be there to discuss it.

I think this is reasonably well served by having the IESG representative be 
a non-voting liaison - the wide communications path is the part I think is 
critical. Having the group make decisions without direct IESG 
involvement.... leaves me feeing that we are making a suboptimal design.

                       Harald