Board Governance Committee (BGC) Meeting Minutes
17 August 2009
BGC Attendees: Dennis Jennings – chair; Harald Alvestrand, Steve Goldstein, Rita Rodin Johnston, Ram Mohan, and Raymond Plzak
Staff Attendees: Samantha Eisner and Amy Stathos
ICANN General Counsel: John Jeffrey
The following is a summary of discussion, actions taken and actions identified:
- Discussed and unanimously approved minutes from prior meeting.
- Reviewed status of committee action items identified at last meeting.
- Action:
- BGC to review action items list not addressed on agenda to provide comments or determine if additional items should be added.
- Discussed formalizing a procedure for selection of a Research and Academia appointee to the Nominating Committee (NomCom).
- Engaged in preliminary discussion and planning for slating of Board committee membership and leadership selection.
- Action:
- BGC Chair, with staff input, to formulate a method to poll Board member interest in leadership positions;
- BGC Chair to circulate further information on slating prior to next BGC meeting;
- Staff to work with BGC to schedule next meeting for in-depth discussion on committee membership.
- Received update on the call for expressions of interest for NomCom chair and discussed candidates. Unanimously approved of recommending Board approval of candidate.
- Action:
- Staff to present BGC recommendation to the Board for approval.
- Discussed selection of Board members for the Board-GAC Working Group (WG). With one abstention, all other voting BGC members approved of recommending five Board members for the WG, including the recommendation of a one of those members as the co-Chair.
- Action:
- Staff to present BGC recommendation of Board member composition of Board-GAC WG to the Board for approval.
- Received update from Staff on the enhanced definitions of independence for directors of not-for-profit organizations and discussed the need to work with the entities within ICANN responsible for appointment or selection of Board members to receive advice on considerations of independence.
- Actions:
- Staff to provide initial analysis of status of independence of current Board members;
- Staff to provide guidance on factors and rules to be used for evaluation in independence;
- Staff to provide an initial draft of guidance to be presented to the NomCom and other entities selecting ICANN Board members.
- Discussed need to formulate position descriptions for Board and Board committee positions, and succession plans.
- Action:
- Staff to insert item onto yearly calendar for during the next cycle.
- Discussed a review of the BGC meeting schedule and coordinating meetings with a structured work plan.
- Action:
- Chair of BGC to work with Staff to modify BGC meeting schedule.
- Engaged in preliminary discussion on ideas to improve Board performance and efficiency, with a focus on strategic planning.
- Action:
- BGC to add topic to work list and future meeting action items list.