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IFWP: International Forum on the White Paper - EUROPE
Geneva, Switzerland - July 24-25, 1998
Palexpo Hall 1 - Rooms A, B, C

IFWP: Geneva Report on this Site

Other IFWP: Geneva Links

International Forum on the White Paper

As seen through the eyes of Mikael Pawlo, Sweden Post, Corporate Strategy,

On the 24-25 of July 1998 a conference was arranged in Geneva by the International
Forum on the White Paper (IFWP). The conference was one of a series of meetings
(earlier meetings: Reston, Brussels) organized in order to create a new organization to
administrate the domain name system (DNS), IP issues and other common Internet
resources. This new non-profit organization will eventually replace the current Internet
Assigned Numbers Authority (IANA).
The background of this meeting are the strong international reactions caused by the
release of the American Government's "Green Paper". The Green Paper, released by Ira
Magaziner, senior advisor on U.S. Internet policy to President Bill Clinton, briefly
claimed an American right to Internet governance. Since the international community
didn't accept the Green Paper, Magaziner in June 1998 released a new version of the
document called the White Paper. The White Paper suggests that a non-profit
stakeholder-based organization should govern Internet.
As stated, the Geneva meeting was one in a series of meetings, organized to create the
new IANA. The meeting started in a plenary session with a brief message from Ira
Magaziner, representing the US government. Magaziner told the audience that the US
government has an interest in Internet governance due to historical reasons, but that the
US government now will leave the Internet governance as soon as possible. Magaziner
stated that the time for arguing now is over and that the US government is looking for a
new, private, stakeholder-based organization to start Internet governance by the 30th of
September 1998. Magaziner also said that the US government is looking for consensus
among the stakeholders, not different proposals as to how this organization should be
managed or formed. After this message, Ira Magaziner choosed to leave the conference,
since the US government, according to Magaziner, won't be involved in forming the
new organization.
The next speaker in the plenary session was Christopher Wilkinson of the European
Commission DGXIII. Wilkinson acknowledged the efforts made by the US government,
with certain reservations. Wilkinson firmly remarked that national and EU law must be
recognised in the creation of the new entity, as for trademark and competition law.
Wilkinson thought that it would be acceptable if the new entity was situated in the US,
but that there should be safeguards in this area, so that no country would dominate
Internet governance.
Some short speeches followed, by Jon Postel, Michael Schneider and Tamar Frankel.
Everyone was very clear that a framework for the continuation of IANA and the new
IANA must be established by the 30th of September.
The conferenced moved on in workshops. Draft reports from each workgroup could be
found at
The conference as such was very well organized, but surely was more of a diplomatic
nature than a strict legal one. There is still much work to be done before a new IANA is
formed and time is running out. Further meetings will be held in Argentina and
Singapore to reach a global consensus on important issues. However, there probably will
be a wrap-up-meeting in the US in early or late September. Such a wrap-up-meeting
will, in my humble opinion, most probably find the new IANA as an American entity.
The latter probably of political reasons rather than legal.

Mikael Pawlo



August 9, 1998


New Zealand attended its first IFWP conference at Geneva, unclear as to expectations or outcomes from such an event. Upon return, we have spent some time considering the issues raised.

What follows is commentary on the key points from our visit. Appended are more detailed bullet points.

We began be reassessing what we saw as the key open items tabled at Geneva,

* Starting point - White Paper vs Reston vs Brussels
* Stability/continuity - of existing systems paramount
* Representation - to be very widely spread, totally diffuse
* Independence - from any pressure group, truly uncapturable
* Accountability - total accountability to its "stakeholders"
* Transparency - everything to be open for inspection
* Profitability - commercially viable, yet not-for-profit
* Location - Californian vs America vs International vs ?
* Funding - generation of seed funding and ongoing revenues
* Time frame - September 30 fast approaching
* Name - what should this be


As a next stage, we tried to establish a vision of what the New Entity might like and be doing when it eventually gets up and running.

* What services will it provide?
* What functionality should we expect?
* Who performs these activities currently?
* What things it should *not* do

It is important to consider where the new entity's activities are currently conducted, as an effective transition process is critical to maintenance of stability to all services. We perceived a view that existing organisations can be picked straight up and simply dropped into the new entity, hence "what things it should not do".

The new entity is being created to do specific tasks and, in our opinion, those tasks need to be tightly defined as part of its incorporation. The entity should *only* do those tasks, not other legacy aspects, e,g, continue management of .us.

Effective transition will thus require thinking by affected organisations. Whilst that will be outside the scope of the New Entity, it is incumbent that these aspects are communicated to affected parties. We have made a strong assumption that those parties deliver services under US Govt. Contract so there should be no difficulty in them addressing there own issues and resolving risks.


Reconciling how the Board of the New Entity should be accountable to the multifarious stakeholder groups proved, at best, difficult in Geneva. We could not see who the Board was accountable to, nor indeed what for.

We take a more simple view of the New Entity, treating it no different to most other organisations, i.e. the BOARD should be accountable to its OWNERS. It is through the relationship between the OWNERS, the BOARD and its MANAGEMENT, that service is delivered to all CUSTOMERS.

Note that for this high level view of accountability, it is not material whether OWNERS are structured as shareholders or members, but more soon.


Discussion in Geneva (certainly in our groups) focused on activity and direction of the New Entity. These ranged from what the Board could or could not do - the answer seemed to be "very little without prior permission". Control of "decisions made" was a key feature in the discussions that we observed.

We take the view that it is the job of the Board to make decisions, within an appropriate framework. It will be beneficial for the customers of the New Entity that the business can get along without having to always continually turn around to check out what its owners/stakeholders are thinking.

The next stages lay out a decision-making framework in stepwise manner. We have tried to map out in a transparent manner, what the key decision areas are, and who has ultimate responsibility for them.

* Responsibilities both Up and Down
* Decision making powers:
- Owners
- Board by supermajority
- Board by simple majority


There is little to choose, in our opinion, between a shareholding organisation and membership form. It was clear in Geneva that the OWNERS would be a Membership style organisation. This means that it will need to create its own infrastructure to gain/retain members to the organisation.

The Geneva consensus was that the membership should be as widely held as possible, with low barriers to entry. Creation of an "open" membership association should achieve this goal. A simple membership structure could be adopted -- one class, one fee, one vote. This will provide a vehicle for motivated members of the "Internet community" to join and participate in the wider decision making framework of the New Entity.

It is expected that a membership style organisation would elect some Executive body, or Council, through which it would manage "the business of the membership". This would be a completely different structure to that of the Board, whose goal is "the business of the new entity".

This Executive Members Council is probably analogous to the SUPPORTING ORGANISATION Council's, but focusing on representation for its MEMBERSHIP, i.e. the business Owners. It is presumed that through this channel, Members would be able to determine those Board positions to which the Owners are entitled.


There appeared general agreement that SUPPORTING ORGANISATIONS should be the vehicles for generation of specific policies. It also seemed clear that those SUPPORTING ORGANISATIONS should be self-organising, provide policy and provide Directors to the Board.

However, it was not clear whether this meant that the SUPPORTING ORGANISATIONS should also be OWNERS, or whether they could be free standing entities in their own right.

In the first scenario, organisations would form a sort of mezzanine layer alongside the Members Executive inside the Membership. Where they are part of the OWNERShip structure, multiple membership classes, together with multiple voting rights, may need to be devised.

In the second scenario, organisations are separate entities in their own right. A more simple membership structure can be created to accommodate this approach, which probably makes it our preferred approach.

Whilst either way is workable, the merits of one form over the other need to be determined quickly in Singapore. In either case, each organisation will need its own supporting infrastructure Including funding) and election process to determine seats on the Board.

There currently exist a number of organisations that could fulfill (with a little focus and coordination) the specific Council roles as set out in the Jon Postel documentation

* Address Council -- APNIC, ARIN and RIPE
* Names Council -- ccTLD's and gTLD's
* Protocol Council -- IAB and IETF


The final question to address in this part is "how should the Owners relate to the board"? Again there are two possibilities. Firstly, the membership organisation IS the New Entity. Alternately, the membership organisation is a separate legal entity, and creates and wholly OWNS the not-for-profit subsidiary (declared preference -- the New Zealand model).

Separation into two organisations may seem complex at first, but provides three clear benefits.

Firstly, it provides protection to the membership of risks arising in the New Entity, it creates a legal and commercial "firewall" that helps trap liabilities inside the entity (in our jurisdiction).

Secondly, it provides freedom for the membership organisation to re-shape and form special interest groups. This "buffer" enables changes to be accommodated easily without impact on the New Entity.

Finally, separation provides a means by which the New Entity delivers defined service to the Owners by way of contract. This should enhance the accountability of the New Entity to keep a tight focus on the requirements of the Owners.

As a quid pro quo, the service contract can return fees to the OWNERS and SUPPORTING ORGANISATIONS. This should cover costs associated with generating policy advice that the New Entity purchases.

As a final point, it makes sense for the members to appoint 2 EXTERNAL DIRECTORS as Members of the Board. Suitably qualified Directors can be found through a number of channels, including HR agencies, as well as other institutions, such as the Institute of Directors.


The final area that we considered was to envisage what the key priorities and strategies might be for the new organisation.

It is clear that the key consideration for the "transitional board" is that of stability and continuity, selection of appropriate staffing, and laying down foundations for a viable business operation.

We would endorse as short a transitional period as practically possible, as well as management of the business by way of an agreed, published, annual business plan.

We also assume that for major decisions, the OWNERS and SUPPORTING ORGANISATIONS would engage in public consultation as part of their processes.


We have tried to articulate our understanding of the process in as generic a way possible. It appears that we should be trying to create a very simple organisation here - one where the number of Board members will be considerably higher than the number of staff employed!

With this in mind, we have assembled what we believe to be a simple framework to (hopefully) point up the key issues and decision points in the governance model of this new entity.

No effort has gone into refining this further in terms of "legal boiler plate", on the assumption that when (eventually) consensus is reached upon the principles, conversion into "legal-ease" ought to be a simple drafting process.

There are still some open issues to resolve, by we hope (dearly) that in Singapore IFWP will be able to close off on those open items.

Finally, there is one very important aspect that has not yet been covered, and we believe needs to go onto the Singapore agenda -- where do we go to once IFWP reaches "consensus",

* What will the final proposal look like
* Whom does it have to be "sold" to
* Who will "sell" it
* How will we know when there is "sign-off"


This has been jointly prepared by Jim Higgins, Chair of the New Zealand Internet Society Inc (ISOCNZ), and Patrick O'Brien, CEO of Domainz, The New Zealand Internet Registry Ltd.

Domainz was set up be ISCOCNZ to manage the .nz domain name space in 1996. ISOCNZ is a not-for-profit society owned by its members, and holds the IANA delegation for .nz. Domainz is a limited company owned solely by ISCONZ, and created to manage the .nz country domain under a service contract to ISOCNZ.

These views are the personal observations and subsequent analysis of our experience at Geneva. We do not claim them to be "consensus" nor "comprehensive", but offer them in the hope that they make a positive contribution to what is challenging yet vital part of a process aiming to secure a more stable and scalable environment for the Internet governance as we currently understand it.





* Listing TLD service
* Delegation to zones (root system)
* Register and Issue IP blocks
* Reference point for standards
* Education/harmonisation


* Clearly defined Policy framework
* Customer focus & Interface
* Commercial contracts
* Network & Operations
* Technical expertise
* Advice & guidance
* I.T. Systems
* Human resources
* Marketing & communications
* Financial, billing and collections
* Performance reporting & monitoring


* NSI/Internic
* ???


* The .us domain
* Other aspects????


* Accountable to its various "stakeholders"?
* New Entity accountable to its OWNERS
* Forms of OWNERship, shareholding, membership ...
* OWNERS are the governing body
* BOARD accountable to OWNERS



* | Co. Formation
* | Operating Framework
* | Key Policy formation
* v Representation
* v Credibility
^ Accountability
^ Business plan
| Independence
| Transparency
| Resource requests


* | Direction
* | Resources
* v Priorities
^ Performance
| Audit and inspection
| Resource requests


* | Day-to-day decisions
* | Service Delivery
* v Customer Interface
^ Revenue
! Regular demand
! Service enhancement requests




* Scope of the entity
* Initial capital structure and changes to structure
* Creation/Amendment of constitution or bye-laws
* Choice of appropriate "non-profit" form of entity
* Exit strategy - no financial benefits
* Issues requiring Supermajority
* Deadlock provisions
* Dividend policy
* Composition, appointment and removal of Board and Members
* Related party transactions to Board, officers and staff
* Appointment, removal and remuneration of CEO
* Key business plan objectives and assumptions
* Approval of the business plan and annual budget
* Entry into new lines of business, M & A activity
* Selection of appropriate Supporting organisations (SO's)
* Development/refinement of Policy framework (via SO's)
* Development of service contract for entity
* Changes to location of office


* Sale or acquisition of assets deemed material
* Charges, mortgages etc created over the assets
* Delegation of financial authority levels to management
* Appointment, removal and remuneration of other key personnel (non CEO)
* Changes to existing lines of business in line with agreed business plan
* Appointment of advisers engaged specifically to advise Board
* Assignment of new contracts to customers (e.g. new TLD's)
* Fee structures and associated terms


* Approval of supplier contracts
* Responsibility for compliance with all applicable acts
* Preparation of monthly business performance reports
* Provision of easy and prompt access to all company records and data
* Audit of entity's operatio


* Both need supporting infrastructure
- Membership or share classes
- Membership registration, sale of shares
- Maintenance of member's list or share register
- Regular communication, attraction and retention
- Voting arrangements
* Consensus suggests
- Membership
- Single class
- One member - one vote
- Open to all "stakeholders"
- Low entry barriers
* Requires "infrastructure" and funding
* Executive Council
* Provides some Board Member


* Supporting organisations - two scenarios,
- Owners - mezzanine layer for Councils
- Separate - independent organisations
* Preference?
* Funding?
* Address Council - APNIC, ARIN and RIPE
* Names Council - ccTLD's and gTLD's
* Protocol Council - IAB and IETF
* Can wwTLD be the organisation for Domain name policy?
* Need to determine make up of wwTLD
* Establish formal organisation, membership and Executive
* Need to determine funding and business plan


* Form for New Entity organisations - two scenarios,
- Part of Membership association
- Wholly owned subsidiary (NZ model)
* Benefits of subsidiary
- Legal "firewall" to reduce liabilities
- "Buffer" for changes inside Owners
- Funder/Provider model by Service Level Agreement
* Need for External Directors 2(?)
* Members to vote on Owner Directors
* Supporting Organisation to vote S.O. Directors


* 8 General Membership by OWNERS
* 3 Names Council by NAMES Council
* 3 Address Council by ADDRESS Council
* 3 Protocols Council by PROTOCOLS Council
* 2 External appointees by OWNERS


* Stage 1 - Transition
- Stability as prime goal
- Secure seed funding
- Selection of the Board and key staff
- Selection of Supporting Organisations
- Leave existing activities/policies untouched
- Determine initial resourcing (e.g. staff, premises, equipment)
- Define existing "outsourced" activity
- Plan to "in-source" or subcontract
- Acceptance of Transition plan
* Stage 2a -- Direction
- Annual business plan
- Secure funding to support plan
- Creation of policy framework
- Sign-off
* Stage 2b - Ongoing management
- Implementation of plans
- Deployment of policies
- Service delivery
- Performance reporting and audit
- Feedback for refinement


* Final proposal and "sale" to Mr. Magaziner


DNS in Congress

Policy statements and Congressional testimony on private sector implementation of the U.S. government Internet White Paper.




International Forum on the White Paper

Meetings in Summer 1998 which culminated with the creation of ICANN.



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 The Domain Name Handbook: High Stakes and Strategies in Cyberspace
Copyright© 1998 Ellen Rony and Peter Rony. All Rights Reserved.