Board Governance Committee (BGC) Minutes | 3 November 2010

BGC Attendees:  Dennis Jennings – chair; Rita Rodin Johnston, Ram Mohan, and Raymond Plzak

Staff Attendees: John Jeffrey – General Counsel, Diane Schroeder, and Amy Stathos


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

  1. Consent Agenda: The BGC briefly discussed the proposed consent agenda and all voting members in attendance approved the consent agenda items. The consent agenda approvals include:

    • Minutes: Approval of minutes from the last BGC meeting;
    • Workplan: Approval of the updated BGC workplan;
    • Delegation of Work from Board Committees to staff process: Approval of the process document
    • Updates: (i) SO/AC Board member terms; (ii) Board appraisal status; (iii) uniform application list; and (iv) training (including induction program agenda).
  2. Reconsideration Request 10-2: Staff reported that Employ Media has not taken any action in furtherance of the contract amendment the Board approved on 5 August 2010. The BGC discussed Employ Media’s responses to the questions posed by the BGC and the suggestions to send additional questions to the .JOBS Sponsoring Organization, Society for Human Resource Management (SHRM). The Committee also discussed asking staff to draft a proposal on how to deal with the timing of contract execution and amendment, as it relates to Reconsideration Requests.

    • Actions:

      • Staff to send BGC questions to SHRM with a request for responses by 12 November.
      • Staff to draft a proposal relating to dealing with executing or amending Registry agreements in light of the possibility of Reconsideration Requests.
  3. Reconsideration Request 10-3: The BGC discussed Reconsideration Request 10-3. The committee noted that the requestor indicated he submitted the request when he did simply because a deadline was approaching, but that he would like to see materials presented to Board on the topic before finalizing his position on reconsideration. The BGC agreed to provide the requestor with more time and instructed staff to: (i) notify the requestor that he had more time, (ii) ask for an amended reconsideration request that the BGC would review in Cartagena, (iii) and indicate that if no amendment was received the BGC would consider the request withdrawn.

    • Action: Staff to send note to requestor per BGC’s direction.

  4. Board Committee Slating: Discussed slating recommendations for Board leadership and Board Committee membership.

    • Action: Committee to review draft slating chart and send comments to the committee via email.

  5. Corporate Governance Guidelines: Staff reported on the status of development of Corporate Governance Guidelines.

    • Action: Staff to further develop the guidelines for consideration at a future BGC meeting.