Board Governance Committee (BGC) Minutes 8 December 2009

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

Other Board Member Attendee: Peter Dengate Thrush

Staff Attendees: John Jeffrey – ICANN General Counsel; Samantha Eisner, Diane Schroeder, and Amy Stathos

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

  1. Discussed and approved minutes from meetings on 24 October 2009 and 28 October 2009.

  2. Discussed practice for assisting in the development of a slate for Chair and Vice-Chair of the Board of Directors. All voting members in attendance approved adoption of the proposed practice.

  3. Reviewed and discussed the proposed meeting calendar and BGC work plan. The BGC agreed to accept the calendar and work plan as a baseline, but dynamic document.
    • Action:
      • BGC members to review work plan and provide feedback by email if there are responsibilities missing or to be addressed at a different time in the calendar.

  4. Discussed the information provided by BGC Chair to committee, with General Counsel’s assistance, regarding process for consideration of Chair remuneration, which was referred to the BGC by the Board at the recommendation of the Board review Working Group. (The Board Chair was not present for this portion of the meeting.)
    • Action:
      • General Counsel to draft a memorandum for the Board that sets out background of the Chair remuneration issue and a proposed resolution for Board review regarding whether it should proceed with further consideration of the issue.

  5. Discussed Standard Operating Procedures for Working Groups and Committees (SOPs) and reviewed the SOPs provided by staff. The BGC agreed that SOPs for Committees is not easily applied to Working Groups because of the different methods of operation. The BGC provided comments on the proposed SOPs for Committees.
    • Actions:
      • Staff to draft a proposed task list for the establishment of Working Groups, relating to what the establishing body must provide to the Working Group.
      • BGC members to provide additional comments, if any, on the Committee SOPs, by the first full week in January 2010.
      • Staff to revise Committee SOPs to reflect the comments of the BGC and present to BGC for further consideration.

  6. Discussed a process to facilitate the BGC’s annual review of the charters of the Board committees and encourage the committees to evaluate whether the charters appropriately identify the annual scope of the committee work. Further discussed need to have this evaluation done as a final task for each committee in its annual work plan.
    • Action:
      • Staff to modify the proposed process document to reflect BGC comments and changes.

  7. Received updates from staff on ongoing activities, including Board training, the formalization of Board/staff communications plan and a workflow for Board/community communications.
    • Actions:
      • BGC member to draft proposed principles to guide the Board training program, and to inform Board member selection process, including expected areas of expertise and relevant skills.
      • Staff to provide document on proposed plan for Board/staff communications.
      • Upon receiving further input, Staff to provide Board/community communication workflow to BGC for further review.

  8. Discussed recommendation for the creation of succession planning on the Board and how to build leadership within the Board.
    • Action:
      • The BGC Chair to draft and circulate a note to the BGC with initial thoughts on succession planning.

  9. Discussed how to address diverging technical needs of members of the Board to allow for easy access to Board materials.
    • Action:
      • Staff to draft paper identifying the technical/software issues that require resolution.