Board Governance Committee (BGC) Minutes 5 October 2011

BGC Attendees: Cherine Chalaby, Bill Graham, Ray Plzak, R. Ramaraj, and Bruce Tonkin – Chair

Apologies: Ram Mohan

Other Board Attendees: Steve Crocker

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

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

  1. ATRT Implementation – Staff provided a report regarding the 14 recommendations assigned to the BGC for oversight. The BGC discussed the format for the public session in Dakar for community update on the ATRT Recommendation implementation report. The BGC agreed that its members would liaise with staff on the assigned recommendations to plan for next steps and identify completion dates where possible. The BGC also noted that it is important to highlight areas where further public engagement will be sought. The BGC also discussed ideas for assuring ongoing integration of the ATRT recommendations into ICANN standard processes and practices. Staff also provided an update on the public comments received regarding Recommendation 5, relating to Board consideration of remuneration to Board members.

    • Actions:

      • BGC Chair to provide note to Board regarding proposed format for Board participation in the Dakar community update to assure a uniform approach.

      • Staff to reach out to the BGC member leads for each of the 14 ATRT recommendations assigned to the BGC to continue the implementation work.

  2. Board Workplan – Received update from BGC members on the efforts to create a Board workplan to guide Board interactions and planning of work throughout the year. These improvements could, in part, address ATRT Recommendation 4 on improving Board performance, including implementing more robust internal reporting cycles, consideration of timing of Board meetings during ICANN public meetings, the use of planning sessions, reporting from working groups, and consideration of the idea of a “Board year” to measure Board work. The BGC noted that the Public Participation Committee's work on public meetings could be impacted, and it is necessary to have a common framework to guide improvements.

    • Action:

      • BGC to provide a discussion draft of the full Board to begin broader Board conversation in Dakar.

  3.  CEO Search Management Committee – The BGC discussed proposed composition of the CEO Search Management Committee based upon the Board's direction at the workshop in Santa Monica, California. The BGC agreed on a proposed slate to recommend to the Board and directed the Chair to forward to the Board for consideration.

    • Action:

      • BGC Chair to provide proposed slate to the full Board for consideration at its next meeting.

  4. Security Framework Working Group – The BGC received an update on the work to identify proposed members for a Security Framework Working Group and the creation of a proposed charter. The BGC should have the proposed charter for consideration in Dakar.

  5. Guidelines for Committee Observers – The BGC agreed to postpone consideration of this item until Dakar.

  6. Board Self-Appraisal – The BGC discussed whether to conduct a Board self-appraisal at this time. The BGC agreed that having an appraisal conducted with the results available for discussion at the Board's May 2012 workshop would be helpful, particularly with the change in the composition of the Board since the last self-appraisal was conducted.

    • Action:

      • Staff to coordinate the initiation of a Board self-appraisal to start during the March 2012 Costa Rica meeting and to conclude in sufficient time to review the results at the Board's May 2012 workshop.

  7. Conflicts of Interest and Ethics – The BGC discussed the need for a separate public session in Dakar relating to conflicts of interest and ethics topic. The BGC received an update from staff on the progress of work with experts on these topics, including some easily implementable suggestions regarding the availability of existing conflicts of interest and other governance documents.