During the second half of 2015, LACNIC conducted an accountability assessment, which consisted in hiring of a law firm to identify any accountability weaknesses and related areas for improvement like capture risks, that is the risk of LACNIC falling under the control of one or more natural persons or legal entities, with or without danger of deviation from its institutional purpose and objectives and/or of detriment to the Internet community as a whole.
The independent law firm retained was Olivera Abogados from Montevideo Uruguay, which in order to perform their evaluation, they reviewed material available on LACNIC’s website, from other publicly available sources, and other materials otherwise provided by LACNIC. Also after their initial primary assessment they conducted an interview with LACNIC’s CEO Oscar Robles Garay and General Counsel Eduardo Jiménez de Aréchaga,
The accountability report included a general assessment of LACNIC’s governance structures and analysis of specific risks of institutional capture or improper control by an unrepresentative minority of constituents or stakeholders, whether that be from a portion of the membership, the Board of Directors, LACNIC’s staff, or external parties, and concluded that there was no significant risk of improper capture of the organization by the Board, staff, or external parties.
When analyzing the Board, the report noted that the transparency practices of LACNIC´s Board, the membership’s ability to remove Board members, and the diversity and independence of individual Board members from the organization also serve as practical restraint against capture. However, the report suggested some improvements of LACNIC Bylaws to provide more safeguards, establishing a special majority of the Board to adopt important decisions (e.g. selection of CEO, proposal of amendment to the bylaws, approval of Budget and Financial Statements, and sale of significant assets).
Regarding the membership, although it also concluded it did not pose a significant risk, the assessment did note that the LACNIC General Assembly of Members has substantial power over the organization, specifically the power of the Assembly to amend LACNIC’s bylaws by a simple majority of members.
Although, as the final authority of the organization, such power is common for a General Assembly of Members to posses, the assessment recommended to include certain protections and safeguards for diversity and minorities of members, from decisions from the majority that might affect their rights. However, a balance has to be reached between the protections of diversity and rights of minorities, from decisions adopted by part of the membership, and the need for the organization to function without considerable encumbrances (e.g. unrealistic majorities), that may hinder the functioning of LACNIC in the future (e.g. de facto veto power from minority).
LACNIC routinely reviews its governance practices and structures, and the Board has received the LACNIC Accountability Assessment as input to that ongoing improvement process. As a result of this assessment, the Board is informed about the associated risks of capture that may prevent or diminish its accountability in the future. Further, the Board could propose in future General Assembly of Members changes to the LACNIC Bylaws they deem necessary to manage those risks identified on the assessment report.