This is interesting...and sort of out of the blue (from my vantage point down here in the blogosphere). It's a set of "Core Principles and Corporate Governance Guidelines." Is it necessary?

Several initial impressions. First, I'm not sure why ICANN should commission an independent Executive Compensation study. From what I can tell, ICANN's compensation is consistent with the Los Angeles market -- and if you compare it to other non-profits, perhaps even on the high side. The benefits also appear terrific. What's to study?

Second, and most importantly, 5(d) and 5(e) ought to be stricken altogether. Board members are each different, and they bring different perspectives to the Board; those differences should be considered a strength. So should the differences between the Board and the staff. The idea that a Board member should not "undermine" the Chief Executive Officer strikes me as antithetical to the Board's obligation to exercise independent judgment. The Board shouldn't undermine the corporation (indeed, the law places obligations on Board members not to do so), but criticism of the CEO is expected. The Board's duty runs to the corporation itself, not the executive. In fact, you can easily imagine a variety of scenarios in which a Board member's perceived duty to the corporation and his or her loose, undefined obligation not to "undermine" the CEO would conflict. Under the law, the CEO always loses that fight.

Finally, I wouldn't recommend that any Board member sign the oath at the bottom of this. That part should be stricken too. These may be fine as aspirational goals, but so long as the statement of principles contains restrictions on a Board member's activities (e.g., Board members "should be careful... not to undermine [the CEO] by word or action"), they shouldn't be binding. California law governs the obligations of Board members to a corporation, and the Board should preserve its right to act to the full limit of the law in performing its duties.