Internet2 Fall Members Meeting 2006
December 5, 2006
General Assembly Remarks of Jeff Lehman
Good morning, everyone.
I am delighted to have this opportunity to address the General Session and to give you all an update on the work that the Governance and Nominations Committee has been engaged in over the past three months.
[slide]
I am speaking on behalf of the fifteen members of our committee. And I want to begin by noting that most of us are here at the meeting, and if you have ideas or comments that you want to share, and you see us across a room or walking down the hall, please stop us and let us know what you think.
I am serving as vice chair of the committee. The chair of the committee, Diana Natalicio, is the president of the university of Texas at El Paso, which was stricken with flooding just as we started our work over the summer, so I have been leading our committee’s work in the interim while we await her return.
[Agenda slide]
This morning I will do five things.
I will give some background on our committee and our charge.
I will give a brief overview of the current governance structure.
I will outline the set of changes that our committee intends to propose to the Board next month.
I will outline a few other issues that, while beyond the immediate mandate of our committee, we wanted to flag to the board.
And I will talk about next steps – where the process goes for here.
[Background slide]
The committee was formed over the summer by the Board of Trustees, and it grew out of three motivations. One is that, as you all know, Internet2 is marking its tenth anniversary, and this is a natural moment to take stock and see what’s working and what isn’t. A second is that the inability of Internet2 and NLR to consummate a merger this past spring left many members of the community concerned about whether our governance and communications structures are up to snuff. A third is that in 2006 we are finding ourselves with a world of new opportunities – from NewNet to the new Acceptable Use Policy, from new technological capacities to new institutional partners – and it is time to consider whether our governance system is well suited to capitalize on those opportunities.
[Charge slide]
Our committee was given both short-term and long-term responsibilities. In the short term, we were asked to quickly produce a report that describes the current governance landscape and makes recommendations for change.
In the long-term, the GNC is the successor to the Nominations Committee and will have ongoing responsibilities for nominations and elections processes that I will describe in a moment, and also for periodically recommending further changes in governance.
[slide]
I hope that you all have had a chance to see the discussion draft of the report that we posted on the web on Friday and that is being distributed from the registration desk as well.
The bulk of the report comes in significant part from the first appendix, which carries out our responsibilities to describe the current structure. That appendix is useful, because it talks in detail about the many different structural elements of Internet2 – the membership, board, councils, committees, birds of a feather, and on and on – how they’re formed, what their responsibilities are, etc.
I’m not going to walk through that appendix this morning, and on the descriptive end I am only going to show two slides – ones that link directly to the changes that we are recommending.
This first one shows our 13-member Board and our four advisory councils, which range in size from 8 to 12 members. I apologize for the small print, but the main point here is that these councils tend to draw people from single stakeholder groups.
[slide]
This next slide shows the current structure of management, which will also be affected by some of our changes.
Our committee was formed in August and began working together by email at that time. We had a day-long in-person meeting in September and six long conference calls thereafter.
And the report sets forth a set of changes that we believe would mark a healthy step forward for Internet2, responding to current needs without – we hope – creating problems that outweigh their benefits.
But we wanted to be able to test our own sense of these proposals here, with you, with time to make adjustments before we go final.
[slide]
So here are our three primary recommendations: A new Council structure, a new Board structure, and a new Communications Structure.
[pause]
[slide]
I’ll say more about each of these in a moment, but here’s a quick graphic on the new council structure:
We would eliminate the four current advisory councils, largely organized by stakeholder group, and in their place create four new advisory councils. These councils will be organized by function, each one will consist mostly of members elected from different stakeholder groups, and they will be much more tightly linked both to the Board and to management.
[slide]
Here’s a quick graphic on the new Board structure. We would move from 13 members to 15, where a majority of the members will no longer be current or former university presidents but the Board will instead be structured to increase the diversity of perspectives at the table.
And on the communications front, we would institutionalize a new, more formalized and consistent approach to communications across the organization, to heighten overall organizational transparency and understanding.
[slide]
So let me take a few minutes now to talk about the new Council structure that we are recommending.
Our goal was to create four councils with expertise in four domain areas that are functionally crucial to the organization. These councils would be key advisors both to management and to the Board.
At the same time, we wanted to reflect the fact that no domain area is the private preserve of any one stakeholder group. We wanted each council to be structured so that it would bring together a wide range of perspectives on every issue within its domain.
The first council would be the Architecture and Operations Advisory Council. As a shorthand we said that it should concern itself with what’s going on at OSI layers zero through four.
The second council would be the Services Advisory Council. This Council would concern itself with network services at the session, presentation, and application layers. [This is where all of Internet2’s fine middleware work would be taken up.]
The third council would be the Research Advisory Council. As we all know, Internet2 is important for two very different kinds of research – research about networks themselves, and research about other things that makes use of a high performance network as a research tool. Both network research and disciplinary research would be the province of this council.
And the fourth council would be the Industry Relations Council. It was the consensus of our committee that the new acceptable use policy could well be a watershed event for Internet2’s relationship with industry – both with respect to two-way technology transfer and with respect to more general questions of how the organization interacts with different industrial partners. We saw the need for a new strong council, directly focused on these issues.
[slide]
As I indicated a moment ago, the goal is to have each of the four councils be heterogeneous. The research council is not just for researchers; the industry council is not just for industry. Each would have 15 members serving staggered 3-year terms. So each year, each of four different stakeholder groups would elect a new member to each of the four councils, and the Board would elect a new member as well.
[slide]
The elections process would be designed to be open and competitive, by stakeholder group.
Each Council would then elect its own Chair, who would become, by virtue of that office, a voting member of the Board.
[slide]
It is crucial to the GNC that these new councils be seen as repositories of expert advice – both to management and to the Board. Toward that end we are recommending the designation of a management liaison to each council at the senior level. For the research advisory council we are recommending the creation of a new senior management position – the position of Chief Scientist – to carry out that liaison role as well as to serve as the top science officer within the organization.
Similarly, the GNC believes that the Board should look to the Councils as sources of expert advice on the technical issues within their respective domains. And here, the liaison role is institutionalized through the fact that each council will elect a chair who will automatically be a board member.
[slide]
We are also recommending a new structure for the Board. We wanted to keep the size of the Board manageable, but we and we recognized that fifteen is the upper end of manageable, but we had another group of goals that we wanted to accomplish as well.
[slide]
As I mentioned before, we wanted to have four of the seats filled by Council chairs who will be directly elected by the Council members, who will in turn have been directly elected by the membership. But we also wanted to ensure that there is, within the Board, a broad representation of perspectives. We wanted to enhance the voice of CIO’s within the Board, to ensure that the perspectives of both disciplinary researchers and network researchers are heard, as well as to recognize the ongoing crucial importance of state and regional networks, and industry partners. And we also wanted to preserve the significant benefits that accrue to the organization from having a critical mass of university presidents agreeing to serve as trustees. We also were attendant to the benefits of other forms of diversity as well, including geographic diversity and variations among different types of universities.
The key to doing all this was to recognize that individuals wear multiple hats. One person can be the former CIO of an east coast AAU research university, a current regional network leader, who also happens to be audit-qualified. Boards tend to be composed of people who each bring multiple sets of relevant experiences to the table.
[slide]
The process for tapping into this fact about people would go like this.
First, let’s say in January of each year, the GNC would issue an open call for nominations to the Board.
Second, while that process was going on, the Councils would each be identifying their chairs.
At that point, we would expect that 11 or 12 of the seats for the following year would be specified. Four would be the chairs. One would be the Internet2 CEO. Six or seven would be current board members going into the second or third year of their three-year terms.
The GNC would look at those 11 or 12 people and compare them with the minima and targets that needed to be met. Maybe the councils would have produced 2 CIO’s and a network researcher and an industry leader, but we’d be shy a discipline researcher and an audit-qualified CFO. The GNC would evaluate the nominees then, both as to their individual merits and benchmarked against these institutional needs for perspective diversity.
The GNC would recommend candidates – sometimes the GNC might decide there will be multiple candidates who would fill the bill, or multiple slates of candidates, and sometimes not – and then the membership would vote.
[slide]
Our final recommendation is to create a new structure of communications across the organization. In our conversations with members and stakeholders these past three months, we consistently heard a call for greater organizational transparency and better organizational communications about key policy issues. We believe that there are a variety of standard operating procedures that can be adopted at the level of management, the councils, and the Board to promote those ends. We note several possibilities in the report, and we anticipate that the Board and management will develop others as well.
[slide]
Now as I mentioned at the outset our mandate was to describe and make recommendations with respect to the structure of governance at Internet2. But during the course of our work we encountered issues beyond that mandate but close to it that we wanted to highlight to the Board as warranting significant further attention. Here are four of those issues.
One has to do with membership. Who is a member? What are the rights and responsibilities of members? What should the different classes of members be? Should a member’s class of membership be assigned on the basis of its characteristics, or should the member be able to choose its membership class? Or some combination? These are issues for the Membership Committee, not the GNC. But we note that our governance recommendations required one change – the creation of a membership category for state and regional networks – and that yesterday the Membership Committee voted to recommend that change.
A second issue has to do with the way in which Internet2 works with state and regional networks. Internet2 needs to be collaborating with its state and regional network partners, and it needs to avoid being drawn into situations where it is perceived as competing with them. These needs are primarily matters of operations, but they also have implications for everything from relationships within the Councils to our Communications structure.
A third issue has to do with the need for Internet2 to help push the envelope for innovation in the field of advanced networking. As a large organization with many members, these activities are often of interest to only a small percentage of the membership. But the organization as a whole has to ensure that it remains a key player on the cutting edge if it is not to lose an essential dimension of its reason for existing in the first place. Once again, this is not our responsibility within the GNC. But it will be a critical challenge for the Board, Councils, and Management going forward.
And a fourth issue has to do with transition. If the Board adopts these recommendations a host of questions will arise about how we move from the current structure to the new structure. We will not address those issues until the Board directs us to. But it is important to recognize that the transition will take some time and care in order to ensure that we do not lose something important along the way.
[slide]
So where do we go from here?
This afternoon I will be having a general discussion with the Community Leaders Group. Then, throughout the afternoon, all the way up until 6 p.m., we will be running focus group sessions in CC23 B and C, in which members of our committee will facilitate discussions to gather ideas and suggestions for our final report. And beyond that we are also around and eager to hear from you informally – in the halls or meeting rooms.
The GNC will reflect on what we hear from you, and also on what we hear from others who react to the report but aren’t here, and prepare a final report within the next few weeks. Our goal is to submit the final report to the Board and post it on the Web by December 31.
The Board will be meeting on January 15 and 16 to take up our recommendations. So there will be a two-week window in which the membership will be able to direct comments and reactions to the full Board, which we also encourage people to do.
So there you have it. I thank you for your attention. And on behalf of the entire governance and nominations committee, I look forward to your reactions and your suggestions.
