The need the AoC fails to address is the need to *separate* oversight of (1) the substantive outcomes and (2) the procedures of decision-making. Section 7 of the AoC contemplates a single "annual report that sets out ICANN's progress against ICANN's bylaws, responsibilities, and strategic and operating plans." The same report, and its preparers, would evaluate both the substance of ICANN decisions (strategic and operating plans) and procedural due process (bylaws). Having these reviewed by the same entity in the same report steers the outcome of the review toward an overall judgment that munges substantive and procedural concerns (at best), and trades off violations of due process in some sort of balancing or weighing against desires substantive outcomes (at worst). It's the same problem as in the proposed new independent review Bylaws, which would munge together substantive and procedural bases for review. The result would be to blur the distinction between a recommendation by an independent review panel based on disagreement with ICANN's judgment on a substantive or factual question, and a recommendation based on a finding that ICANN had violated its procedural rules for transparency, due process, etc. In a democracy, getting the result you want doesn't justify failure to play fair and follow the ground rules. By using, "But we got a good substantive result" as their answer to criticisms that, "You didn't follow the decision-making rules you've set for yourselves," ICANN revaels an essentially arrogant and elitist (or, worse, authoritarian) concept of governance.