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The Board Governance Committee (BGC) met on 3 December 2008 at 17:00 UTC

BGC members present: Dennis Jennings - chair, Roberto Gaetano and Steve Goldstein

BGC members not present and send apologies: Rita Rodin Johnston and Demi Getschko

Staff members present: John Jeffrey, Diane Schroeder and Amy Stathos

The following is a summary of discussion, actions taken and actions identified:

• Unanimously approved minutes from 1 and 2 November meetings.

• Discussed creation and revisions to a Committee Transition Process to be followed upon the transition of committee membership and leadership after each annual meeting. Action: Staff to make additional revisions as discussed, distribute to all committees for consideration and continue to update as needed.

• Discussed creation and revisions to Committee Standard Operating Procedures to be followed by committees throughout the year. Action: Staff to make additional revisions as discussed, distribute to all committees for consideration and continue to update as needed.

• Discussed additional revisions to and unanimously approved revised BGC charter. Action: Staff to make additional revisions and finalize charter for BGC agreement and recommendation to Board for Approval.

• Discussed and suggested additional revisions to Ombudsman Framework. Action: Staff to review Bylaws, discuss additional suggested revisions with Ombudsman and present results of those discussions at future BGC meeting.

• Discussed Board performance, including: (i) establishing process for assessing Board member skills; (ii) identifying topics for training sessions for the Board; (iii) next steps in analysis of Board performance and self-review; and (iv) interaction between Board and senior management. Action: Staff to research potential skill assessment mechanisms and training options for Board and then present those to the BGC for consideration.