Subject: [Iasa20] CoI proposal

From: Ted Hardie <[email-masked]>
Date: Mon, 6 May 2019 13:37:23 -0700

Howdy,

I think I understand the points that have been made in that thread, both by
those with NDAs in their past and those with concerns about transparency.
In line with that, I believe the appropriate policy runs something like
this:

The Board members agree that any employment, contract, or affiliation (for
themselves of their household) that might touch on the work of the IETF or
the LLC must be disclosed to the Board as a whole.

The Board then certifies to the community that each member has provided the
appropriate disclosure and they are operating in awareness of these
potential conflict.

Each member provides a summary that can be published.  That may elide
details which were provided to the board. (In a situation like the one Adam
mentioned, for example, that contract might have been disclosed as
"implementation work undertaken under a contract held by FOO LLC", where
the name of the contracting part and the nature of the work were available
to the Board, but not the public. )

At some cadence (quarterly, at the start of each meeting, or otherwise),
the chair calls for updates to the CoIs submitted to the board and
re-certifies to the community that each member has responded.  If a member
is found to have given incorrect information or to have failed to provide a
salient update, the board can remove that member under the existing
procedures.

I think that is close enough to ISOC's policy that those board members who
have previously served as ISOC trustees should find it easy to follow.

Just my personal advice to the board, of course,

Ted

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From: Stephen Farrell <[email-masked]>
Date: Mon, 6 May 2019 21:57:18 +0100

Hiya,

Two possible additional points and one where I probably
predictably wouldn't quite agree with your suggestion
below.

First additional point: The board could do well to document
this as part of the role description to be sent to nomcom,
so that everyone gets to be aware of things early, and so
that nomcom can decide if e.g. they wanna ask folks who
volunteer about any of this.

Other stuff below...

On 06/05/2019 21:37, Ted Hardie wrote:
> details which were provided to the board. 

As an addition, I'd suggest that the board encourage people
to only elide the minimum when that's really needed, IOW, that
the board actively encourage as full a disclosure as possible.

> (In a situation like the one Adam

I don't quite agree with the above (or at least with what I
think you mean).

I do accept that we cannot write an algorithm that defines
all the acceptable details that are allowed to be elided. But,
I'm not comfortable with the idea that a board member might
say "I work with an unnamed entity which may cause a CoI."
Doesn't that just sound pretty bad when put like that? What
use would that be to the community?

Cheers,
S.

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---

From: Michael Richardson <[email-masked]>
Date: Mon, 06 May 2019 17:06:35 -0400

> appropriate disclosure and they are operating in awareness of these potential
    > conflict.

.. can the board please uniquely identify or number these CoIs.
I would like the LLC minutes (including any abstracted summaries of in-camera
activity), to then disclose by number if someone reclused themselves by
number.

The goal is here for the community to see if the non-public CoIs were in fact
causing the board member to become ineffective.

--
Michael Richardson <[email-masked]>, Sandelman Software Works
 -= IPv6 IoT consulting =-

---

From: Ted Hardie <[email-masked]>
Date: Mon, 6 May 2019 14:15:57 -0700

Howdy,

Comments in-line.

On Mon, May 6, 2019 at 1:57 PM Stephen Farrell <[email-masked]>
wrote:

> I agree with this.

> I also agree with this.

> say "I work with an unnamed entity which may cause a CoI."

But that's not the situation that Adam was describing.  He was saying he
was doing implementation work for a party that did not want anyone to know
that they had sub-contracted that work to a third party.  In the case of
the LLC, that work would likely have no impact on the decisions of the
Board around contracts and administrative policies.  It still must be
disclosed to the Board, as it is answers the key question "what financial
influences may be present?" in sufficient detail to know that there aren't
any salient financial influences.

But which third party and the nature of the implementation don't need to be
public for the Board to track that; the public disclosure might end up
being more forthcoming to highlight how far it is from the work of the LLC
("implementation work on $FOO under a contract held by FOO LLC"), but that
becomes a matter where Adam has to balance the NDA and the transparency.
If there is only realistic buyer of his work on $FOO, he has to be careful
about saying that; if there are lots, he can obviously say more.  If it
turns out he is working on, say, a new SCTP implementation we're all clear
that the IETF LLC is not conflicted.  As you saw, we ought to encourage
that level of clarity where it is possible.  But there are moments when
that particular answer might be a big disclosure indeed and letting it be
slightly less overt is a reasonable balance for the board member and the
board to strike.

> use would that be to the community?
It enables us to be sure that the Board has the information as a body that
it needs to holds it members accountable, and it gives enough information
to the community to see what sort of work the board members do which might
cause conflicts.

regards,

Ted

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From: Stephen Farrell <[email-masked]>
Date: Mon, 6 May 2019 23:13:56 +0100

Hiya,

> slightly less overt is a reasonable balance for the board member and the

I get the point. And this kind of thing is apt to be hard
to impossible to resolve in the abstract, so I'm ok that the
board consider it and come up with their best plan. (And
thanks btw for all the willingness to work the topic.)

So without trying to reach 100% agreement, what makes me
most uncomfortable with this example is the idea of unnamed
parties that cause a CoI. I'm much less concerned with the
detail of what a person is doing being public.

> to the community to see what sort of work the board members do which might

Meeting that last goal would make me happy. I personally
don't think we'd meet that goal if a board member has to
recuse but can't explain why. E.g. I reckon the community
would entirely understand "board-member X recused on this
item as they work with company Y" but would be puzzled by
"board member X recused because of an undisclosed detail
from their CoI declaration."

Anyway, all that said, if the board are happy to encourage
members to disclose as much as possible, I'm fine with
this being resolved later if needed.

Cheers,
S.