Meeting (25 January 2010)

Committee: Executive Committee of BoT
Document: Excomm-09-01
Revision:
Supersedes:
Status: Unconfirmed
Maintainer: Minutes taken by Scott Bradner.
Access: Unlimited

Present:
Ted Hardie (Treasurer)
Daniel Karrenberg
Desiree Miloshevic
Lynn St.Amour (President and CEO)

Also present:
Scott Bradner (Secretary)
Greg Kapfer

Ted chaired the meeting since regrets were received from Raul Echeberria and Alejandro Pisanty.

The Executive Committee of the ISOC BoT met on Monday 25 January, 2010 from 10:26 AM-11:27 AM US EDT by teleconference.

I. Opening Comments
None.

II. Review Draft February ISOC BoT meeting agenda
Lynn noted that she was waiting for Raul to decide when the special board meeting will be held. She noted that she did not expect to have a revised budget until the scheduled March board meeting.

Lynn reported that the proposed revisions of the PIR bylaws and, perhaps, revisions to the ISOC bylaws are being reviewed by the ISOC lawyers, and will be reviewed by the PIR board on February 3rd so there will only be a report on the status of the revisions during the call.

Lynn asked if there were any other topics for the special meeting. Daniel noted that the special meeting was to review the income/revenue strategy and that topic should be the focus of the meeting.

III. Update Report on Proposed Changes to PIR By-Laws
Greg Kapfer reviewed, and the excom discussed, the proposed changes to the PIR By-Laws.

IV. Review the Investment Policy for Currency Protection
Greg Kapfer reviewed, and the excom discussed, ISOC’s currency strategy.

V. CFO Compensation Review (note this is due to new requirements in Governance practices)
Greg left the call at this point.

Lynn noted that the US Internal Revenue Service established new standards for various corporate functions for non-profit entities.

These standards are meant to ensure transparency in operating procedures, often encouraging increased Board involvement. One such standard is the review of compensation of corporate officers, requiring “a process for determining compensation — including a review and approval by independent persons, comparability data, and contemporaneous substantiation of the deliberation and decision”.

Lynn reviewed ISOC’s performance management process for all employees and then reviewed the CFO’s performance.  The ExComm reviewed the comparative data collected by an independent party from five (5) sources for similar positions in the Washington DC/Reston, Virginia area. Based on the performance review of the CFO, on the comparative compensation review, and the recommendation from Strategic Performance Group the Excomm supported Lynn’s recommendation.

VI. Review ISOC BoT meeting plans with IETF & IAB Leadership at March IETF
Lynn said that a board & senior IETF leadership cocktail reception and dinner scheduled for Friday night after the IETF meeting.

VII. ISOC Board of Trustees Nomination Process Update
Daniel reported that the Nominations Committee received about 40 nominations and, after evaluation, produced a slate that he sent to the board. He suggested that some changes should be made to the process for next year.

VIII. Review candidates for the PIR Board Appointment Process
Lynn reviewed the ISOC process for appointing PIR board members.

She noted that the Excom was charged with sending a proposal for specific nominees to the full ISOC board for board review. Desiree noted that she has recused herself from the nominee review process.

IX. 2010 Executive Committee Meeting Calendar
To be resolved by email

X. AOB
None.

The meeting was adjourned at 11:27 am ET.

All Board Executive Committee Meeting Minutes

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