Hi

Australian context of Corporate Governance is irrelevant to ICP-2 which is not subject to it or any regional law or regulation.

Respectfully I think that may be some confusion about a legal entity governed by a board of director and this board having its fiduciary duties to protect the organization and what and how can do things. There is a process to be followed and for more that the Board has its prerogatives and duties, it cannot do stuff at any time in any way they feel like. There is a process to be followed within certain time frames, in order to be complaint with the context of ICP-2.

Fernando

On 1/20/2026 5:03 PM, Terry Sweetser wrote:
Hello Fernando,

Your statements are factually and materially incorrect about ICP-2 and in the Australian context of Corporate Governance.

ICP-2 requires a stable and autonomous legal entity and there are no circumstances where that legal entity has no board of directors, committee, officers and/or executive staff legally bound to duties of care, competence and diligence.

As always, these matters are layered, nuanced and complex.  There is no way to argue this as PDP vs Board when the two must work together constructively and effectively in that same "bottom up" process.

Regards,
<https://about.me/terry.sweetser?promo=email_sig&utm_source=product&utm_medium=email_sig&utm_campaign=gmail_api&utm_content=thumb>
Terry Sweetser
about.me/terry.sweetser <https://about.me/terry.sweetser?promo=email_sig&utm_source=product&utm_medium=email_sig&utm_campaign=gmail_api&utm_content=thumb>



On Tue, 20 Jan 2026 at 21:36, Fernando Frediani <[email protected]> wrote:

    The point here is not that EC cannot exercise their fiduciary
    duty, but how and when. If done in a different way that expected
    it may violate the PDP.
    Another important point is: EC is not above PDP, is beside it,
    otherwise it voids ICP-2 that talks about bottom up process and in
    such process members cannot be above community. Each part have
    their duties and prerogatives in order develop policies and
    protect the organization.

    Best regards
    Fernando

    On 1/20/2026 3:31 AM, Terry Sweetser wrote:
    Hi Luke,

    Have to agree, the policy is actually sound and the optional
    extra proved to be too expensive --- effectively the policy has
    been adopted wholly by EC without any real conflict with the
    PDP.  The flexibility of allowing the EC to exercise duty of care
    and diligence on the matter is actually a great outcome.

    Regards,
    
<https://about.me/terry.sweetser?promo=email_sig&utm_source=product&utm_medium=email_sig&utm_campaign=gmail_api&utm_content=thumb>
        
    Terry Sweetser
    about.me/terry.sweetser
    
<https://about.me/terry.sweetser?promo=email_sig&utm_source=product&utm_medium=email_sig&utm_campaign=gmail_api&utm_content=thumb>




    On Tue, 20 Jan 2026 at 16:10, Luke Thompson <[email protected]>
    <mailto:[email protected]> wrote:

        Hey all,

        I'm glad that prop-167 has been mostly endorsed. Hopefully I
        don't misunderstand.

        I think timing and handling of policy-related actions has
        been a bit choppy and deserves review, as several have
        pointed at now. Hopefully that improves.

        The part about the metadata and potential privacy concerns, I
        think stats must be visible - to that end it seems nearly all
        of the proposal text has been endorsed, except the final
        point about having it also feed into MyAPNIC(?), so this is
        approved anyway except the web integration part?

        That seems reasonable given the breadth of what was *not*
        refuted, as the same data is to be made available "another
        way" - at least to my perception - via JSON/CSV/etc.

        It can easily be argued the EC has relied on the proposal v2
        wording of the final (and only rejected) point's wording "if
        possible", and leveraged their caution against that - because
        that proposal text did not make it definitive, unlike the
        approved policy text.

        They quoted the final point only as refused. The rest was
        fully endorsed. So given what Terry has outlined, which makes
        sense in edge cases to protect against self
        damage/destruction via over-commitment, and based on my above
        understanding, I think prop-167's outcome is OK in balance.

        Many thanks,

        Luke Thompson, CTO
        The Network Crew P/L

        E: [email protected]
        https://tnc.works

        On 20 January 2026 4:59:20 pm Terry Sweetser
        <[email protected]> wrote:

        Hi Aftab,

        We would agree fully if this was purely a debate on policy
        implementation.

        And I feel the EC also feels the policy is good and helps
        with transparency: however policy does not get a blank cheque.

        And either way, I feel this is not an impasse as Resolution
        2025-32 endorses and accepts the policy but highlights the
        risk and cost of implementing the real time features.

        I do now wonder what happened with the feasibility step of
        the policy process and why this matter was not flagged then?

        Regards,

        
<https://about.me/terry.sweetser?promo=email_sig&utm_source=product&utm_medium=email_sig&utm_campaign=gmail_api&utm_content=thumb>
                
        Terry Sweetser
        about.me/terry.sweetser
        
<https://about.me/terry.sweetser?promo=email_sig&utm_source=product&utm_medium=email_sig&utm_campaign=gmail_api&utm_content=thumb>




        On Tue, 20 Jan 2026 at 15:41, Aftab Siddiqui
        <[email protected]> wrote:

            Hey Terry,
            We have been through this before, but let me put this
            hear again

            - EC exercise as the Board of Directors of the APNIC Pty
            Ltd and have the delegated fiduciary duty.
            - Yes, the EC has fiduciary duties. According to the
            APNIC Bylaws, they manages "the activities, functions
            and affairs of APNIC and the corporation" (Bylaws
            30(b)). They establish budgets and determine expenditure
            ceilings (Bylaws 30(g)). So yes, they have ultimate
            responsibility for APNIC's financial health.
            - What has happened is violation of established
            governance framework. further in next step
            -  If the EC can simply declare "we won't implement this
            due to XYZ reason or financial constraints," then: Why
            have a PDP at all? Why spend weeks/months on community
            consensus? Why not stop the process when secretariat
            submit their report? What's the point of the "refer
            back" mechanism in Step 5?
            - If the EC had genuine concerns about cost/feasibility,
            the PDP explicitly provides the mechanism. EC could have
            formally state: "We estimate this will cost $X and
            require Y staff time, which we cannot accommodate as per
            current financial standing" so Dear Community, please
            discuss whether to proceed, modify, or withdraw. This is
            transparent decision-making
            - It sets a dangerous precedent, If the EC can
            selectively implement parts of policies which reached
            consensus at OPM and then at member meeting based on
            "practical considerations" or "perceived fiduciary duty"
            then any policy can be rejected after consensus and most
            importantly EC becomes the policy-making body, which
            they certainly are not and community along with member
            consensus becomes meaningless



            Regards,

            Aftab A. Siddiqui


            On Tue, 20 Jan 2026 at 16:22, Terry Sweetser
            <[email protected]> wrote:

                Hi Aftab,

                Alas, it's not as simple as that. The EC, as the
                Board of Directors, has a fiduciary duty over and
                above the PDP, and they have ultimate responsibility
                for the financial resources of APNIC.  So, yes,
                there is now policy, but the Secretariat will not
                implement it due to the practical considerations
                around resources needed but not available.  This
                will feed into the fees and finances debate this
                year, I have no doubt.

                
<https://about.me/terry.sweetser?promo=email_sig&utm_source=product&utm_medium=email_sig&utm_campaign=gmail_api&utm_content=thumb>
                        
                Terry Sweetser
                about.me/terry.sweetser
                
<https://about.me/terry.sweetser?promo=email_sig&utm_source=product&utm_medium=email_sig&utm_campaign=gmail_api&utm_content=thumb>




                On Tue, 20 Jan 2026 at 15:08, Aftab Siddiqui
                <[email protected]> wrote:

                    Dear Secretariat,
                    or if anyone from EC would like to comment on this,

                    As per my understanding of the PDP, the EC's
                    Role According to Step 5 clearly states the EC
                    has three options only after the consensus has
                    reached at the OPM and then at AMM/AGM:

                    - Endorse the proposal for implementation
                    - Do not endorse the proposal and refer back to
                    the Policy SIG for further discussion with
                    clearly stated reasons
                    - Do not endorse the proposal and refer the
                    endorsement to a formal vote of adoption by
                    APNIC members

                    It can't be endorsed by EC and then ask
                    secretariat to implement some parts of it. It's
                    a binary function and since this policy has been
                    endorsed by the EC as per the meeting minutes
                    then it has to be implemented as written.


                    Regards,

                    Aftab A. Siddiqui


                    On Tue, 20 Jan 2026 at 13:13, Dave Phelan
                    <[email protected]> wrote:

                        Dear Colleagues

                        The APNIC Executive Council endorsed the
                        following proposals, at its meeting on 2-4
                        December 2025.

                        prop-162: WHOIS Privacy
                        
(https://www.apnic.net/community/policy/proposals/prop-162/)
                        prop-166: Revocation of Persistently
                        Non-functional RPKI Certification
                        Authorities
                        
(https://www.apnic.net/community/policy/proposals/prop-166/)
                        prop-167: Published Statistics on Directory
                        Service Usage
                        
(https://www.apnic.net/community/policy/proposals/prop-167)

                        prop-167 contained the following notes from
                        the EC (full text available in the EC
                        Minutes
                        
(https://www.apnic.net/wp-content/uploads/2026/01/APNIC-EC-Meeting-Minutes-December-2025-Complete-Public.pdf):

                        "..with respect to publishing real-time or
                        near-real-time statistics about its
                        directory services usage as set out in the
                        proposal text. Noting that the text of
                        Prop-167-v002 requests APNIC "Include a
                        feature within the MyAPNIC portal allowing
                        resource holders to view how many times
                        their allocated resources (such as IP
                        addresses or ASNs) have been queried in
                        WHOIS and RDAP, broken down by query type
                        and source ASN if possible...”, the
                        Executive Council notes that the cost,
                        resourcing, and potential privacy concerns
                        outweigh the immediate benefit of such
                        functionality and as such does not consider
                        it feasible at this time. "

                        Next steps

                        ----------

                        The Secretariat will begin the
                        implementation process and inform the
                        community as soon as it is completed.

                        Regards
                        Dave Phelan
                        APNIC Secretariat

                        _______________________________________________
                        SIG-policy -
                        https://mailman.apnic.net/[email protected]/
                        To unsubscribe send an email to
                        [email protected]

                    _______________________________________________
                    SIG-policy -
                    https://mailman.apnic.net/[email protected]/
                    To unsubscribe send an email to
                    [email protected]

        _______________________________________________
        SIG-policy -
        https://mailman.apnic.net/[email protected]/
        To unsubscribe send an email to
        [email protected]
        <mailto:sig-policy-leave%40lists.apnic.net>


    _______________________________________________
    SIG-policy -https://mailman.apnic.net/[email protected]/
    To unsubscribe send an email [email protected]
    _______________________________________________
    SIG-policy - https://mailman.apnic.net/[email protected]/
    To unsubscribe send an email to [email protected]
_______________________________________________
SIG-policy - https://mailman.apnic.net/[email protected]/
To unsubscribe send an email to [email protected]

Reply via email to