--On Friday, May 3, 2019 08:39 -0700 Bob Hinden <bob.hinden@xxxxxxxxx> wrote: > Ekr, > >> On May 3, 2019, at 6:13 AM, Eric Rescorla <ekr@xxxxxxxx> >> wrote: >> >> On Fri, May 3, 2019 at 12:16 AM S Moonesamy >> <sm+ietf@xxxxxxxxxxxx> wrote: Hi Sean, >> At 10:33 AM 25-04-2019, Sean Turner wrote: >> > The CoI disclosures are private because people may have >> > other commitments that cannot be made public due to their >> > contractual or employment obligations. >> >> Why would a person performing work which is described as >> "administrative" have contractual obligations which have to >> be concealed? >> >> This doesn't seem that difficult: suppose that I am a >> contractor who does some work for a company which is also >> doing some kind of business with the LLC, but my contract >> with that company requires me to keep it confidential. Or, >> alternately, suppose that my spouse or other close relative >> is a contractor for such a company. > > To me these are exactly the cases that should be disclosed > publicly. Especially the case: > > "I am a contractor who does some work for a company which is > also doing some kind of business with the LLC, but my contract > with that company requires me to keep it confidential" > > This is exactly that case that if later disclosed would erode > people faith that the LLC Board is acting in the IETF > communities best interest. IMHO someone with these kinds of > COI, shouldn't be on the LLC board in the first place. +1 As someone who has spent all of the last 16+ years as a consultant/ independent contractor and who has never in that period has any one client account for more than 50% of my time, much less "most" or "all", I have several times signed consulting agreements that forbid me to disclose who I'm working for, what I'm doing or working on, and/or other details of the arrangement without that party's permission. When something new comes along and they want to know what over commitments I have, I have to tell them I can't discuss without permission. Sometimes I have to go back and get permission or negotiate what I can and cannot say (a situation that has sometimes involved the potential new customers signing an NDA), sometimes they accept a statement from me about what I am _not_ doing or who I'm not doing it for, and sometimes I can't take the job. So, first of all, if someone has conflicts or potential conflicts, especially ones that can't be disclosed publicly, I would expect that such a person would consider very carefully whether agreeing to be a candidates for the LLC Board was appropriate and to err on the side of caution. At least in the future, I expect that the Nomcom would insist on full disclosure of any conflicts and would consider the likely costs of those conflicts (e.g., unavailability for particular types of discussions or decisions or the possible appearance of impropriety) in evaluating the candidate. If the disclosures are not made until the Board is seated, it is too late, whether they are public or not. If we have to reopen documents in the IANA2 WG and write that down, I think we'd better do it although I hope that a little oral tradition, agreement that the Nomcom can and should do this, and that any COI information so confidential that it cannot be shared with the nomcom probably disqualifies a candidate. Second, it seems to me both on principle and as a result of this discussion thread that the norm should be that COI information is disclosed to the community. Nothing about what the IRS or other bodies (in the US or elsewhere) might require is relevant to that in any reasonable case. If there are unreasonable cases wrt government authorities, they are more likely reasons why someone is not an appropriate person to be on the LLC Board than a reason to try to devise a complex procedure for dealing with the COI information. If there are non-regulatory special circumstances that justify disclosure within the LLC Board (and to the Nomcom) but not to the community, then I would suggest a variation on Michael Richardson's suggestion: that the LLC Board regularly disclose to the community the number of Board members who have reported COIs that have not been disclosed to the community and the number of such COIs per Board member, and that those that are undisclosed (and maybe those that are) be identified in some way that lets the community track how deeply or often someone is conflicted and how deep a hole is being dug. The hard case is what happens after people are seated. People (and their immediate families) change employers or take on new clients and COIs come and go. The LLC could, at least potentially, also decide to consider an action that would create a COI situation for one or more of the Board's members that did not exist or wasn't worth paying attention to before. As an extreme example, if an LLC Board member had a significant equity interest in one of the only two hotels in Lower Slobbovia, possibly as a result of a familiar relationship, that normally wouldn't be considered worth disclosing. But, if the meeting site selection process suddenly pointed to Lower Slobbovia as a likely place for a future IETF meeting, I'd expected the relationship to be disclosed, and disclosed in a hurry. So I hope that, as the LLC Board thinks about these issues more generally, they will also consider the updating situation and the question of whether there should be mechanisms for forcing the resignation of a Board member whose apparent conflicts are getting out of control without having to invoke the (slow, painful, expensive, and probably leaky and inherently pejorative) recall mechanism. john
