Role of the Director

David Singer, Florian Rivoal

Context

Background

Benevolent “Dictator”

“Benevolent Dictator” model rare in standards bodies, trade associations…

Despite the strong powers he has, Tim has hardly been “dictatorial” anyway

Alternatives

AB has considered alternatives for when Sir Tim resigns:

No-change
Hire another Director
Director-light
Hire another Director, with reduced powers/responsibilities, subject to more oversight (e.g. by the Legal Entity board)
Director-free
Move to a structure and process which do not have a Director

Exploring

Many on the AB preferred “Director-free”

Even those that did not, agreed that it was worthwhile to explore and see if anything breaks.

AB currently studying this, and has a draft for discussion (not yet proposed for adoption)

This is a work in progress

Scope

Currently focusing on governing documents

(there are other questions. E.g. who does the Team turn to for advice and direction on tough calls?)

All except the first get re-written for legal entity anyway

Status

“Easy” Fixes

Management

“Managerial” powers reassigned to the CEO or someone that the CEO delegates to (mostly operational or disciplinary):

Web Architecture

Responsibility for web architecture → the TAG

AC Appeals

Currently the AC can appeal any Director decision

→ allow an AC appeal for any formal Decision, take the appeal result as the revised Decision

Formal Objections: constrains

Decision boards need a fair, clear, but streamlined process to be credible and vendor neutral resolvers of objections

AB and TAG do not yet have sufficient experience with that

→ AB plans to develop guidelines to be used for formal objections to assure the reality and perception of fairness and due process.

Formal Objections: possible approach

(not yet approved by AB in detail)
  1. the Team triages, assembles the right people, information…
  2. if the team can settle it so that the FO is withdrawn, the matter ends there
  3. otherwise, the Team proposes a possible resolution to an Objection Decision Committee
    • Composed of: AB+TAG+CEO
    • Decides by 67% supermajority of non recused members; endorse the proposed resolution, or go for further consideration
    • recusal: required of those directly involved, available for those who may reasonably be perceived to be directly involved

Formal Objections: questions

Thank you!

Questions?