Minutes | Board Governance Committee (BGC) Meeting 1 July 2021

BGC Attendees: Becky Burr, Ron da Silva, Sarah Deutsch, Matthew Shears, and Tripti Sinha (Chair)

BGC Member Apologies: Ihab Osman and León Sánchez

Other Board Member Attendees: Avri Doria, Lito Ibarra, Manal Ismail, Göran Marby, and Patricio Poblete

ICANN org Attendees: Franco Carrasco (Board Operations Specialist), John Jeffrey (General Counsel and Secretary), Wendy Profit (Board Operations Senior Manager), Amy Stathos (Deputy General Counsel), and Theresa Swinehart (SVP, Global Domains and Strategy)

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

  1. Agenda review – The Chair reviewed the meeting agenda, and proposed changes to the order of some items on the agenda.  The Committee agreed with the proposed changes.
  2. Opening remarks from BGC Chair/review of past activities – The BGC Chair noted there were two major items remaining on the BGC Workplan for the year: (i) the slating for both Board Committees and the Board leadership and (ii) the Nominating Committee 2022 leadership selection process.  The Chair reviewed the anticipated timeline for completing these processes.  The BGC Chair then recapped the action item from the prior meeting for ICANN org to update the Board Members Serving as Liaisons to Community Groups Guidelines (Guidelines) to reflect the BGC's discussions and provide the Guidelines to the Board for review.  The Chair noted that this action item has been completed and that the Board Chair will be publishing the Guidelines in a blog to the community.
  3. Outstanding Issues on Board Governance Committee Practice for Board Engagement in Developing for Board Leadership Document – The BGC continued its discussion of the remaining issues regarding the Board Governance Committee Practice for Board Engagement in Developing Slate for Board Leadership document (Board Leadership Slating Practice).  The two remaining issues are the timing of voting and voting methodology.  With respect to the timing of the Board vote on the Board leadership slate, some members of the BGC think that the current timing of when the Board votes on its leadership works well as is (at the Organizational meeting following the Annual General Meeting) and this timing provides an opportunity for incoming Board members to participate in the vote.  Others think that the vote should occur in September by the existing Board members only, as these BGC members think it is difficult for new members to be placed in the decision-making position about leadership when they have not yet experienced being on the Board.  Voting in September would provide incoming directors more time to get acclimated with the Board and provide some overlap with incoming and outgoing leadership.  The BGC noted that there are many dependencies with the timing.  The BGC agreed to move this issue to the full Board for further discussion.  Regarding the voting methodology, the BGC considered whether to change the current voting method.  The BGC previously considered different voting methods, including the Bucklin method.  The BGC ultimately agreed not to recommend any changes to the current voting method for Board leadership.
  4. Board Caucus on DNS Abuse – The BGC reviewed the proposed charter for the Board Caucus on DNS Abuse.  The charter focuses on the remit of the caucus and anchors that in the strategic plan.  The purpose of the caucus is to help form organizational strategy around DNS abuse, and provide oversight to that strategy in its execution and continued evolution.  The BGC discussed the importance of the issue of DNS abuse to the broader community because inevitably, what this caucus group comes up with should intersect, influence or contribute to the work of the community and the broader ecosystem on this issue.  The BGC suggested that this component be incorporated in the charter.  The BGC also noted that the charter should be revised to include the different roles and responsibilities that the Board will be focusing on.
    • Actions:
      • ICANN org to revise the charter to reflect the BGC's discussion.
      • BGC Chair to send note to the Board to seek interest members of the caucus.
  5. Revisions to Framework for Establishing Board Working Groups and CaucusesThe BGC reviewed the proposed revisions to the Framework for Establishing Board Caucuses and Working Groups (Framework) to reflect current practices, including that the Board, as well as Board Committees could serve as a sponsor to a working group or caucus.  The BGC adopted the revised Framework.
  6. Proposed Revisions to Risk Committee Charter – The BGC considered the proposed revisions to the Risk Committee charter.  The proposed revisions update certain outdated terminology based on how the Risk Management Framework has evolved over the last three years.  The revised charter also includes an added section about the Board Risk Committee's oversight of the Risk Appetite Statement.  Following discussion, the BGC recommended that the Board approve the revised BRC charter.

    • Action: ICANN org to prepare relevant materials for Board consideration.
  7. Suggestions to the Board from ATRT3 Final Report – The Committee continued its discussion of the suggestions for the Board in the ATRT3 Final Report.  The BGC discussed the suggestion about the Board developing metrics to measure the effectiveness of the Board's functioning and improvement efforts and publishing the materials used for training to gauge levels of improvement.  The BGC noted that it currently publishes Board training materials unless the third party providing the training does not allow its proprietary material to be publicly posted.  With respect to the suggestion that the Board develop metrics, the BGC noted that the Board currently already publishes Board priorities, and that through those priorities and related activities, the Board can provide more context going forward to give further transparency on the Board's decision making and effectiveness.
  8. Code of Conduct Review – ICANN org noted that outside counsel recently reviewed the Code of Conduct and did not recommend any revisions to the version last updated in 2018.  The BGC also reviewed the Code of Conduct and agreed that no changes are needed to the current Code of Conduct.

Published on 18 August 2021