Minutes | Board Governance Committee (BGC) Meeting 9 March 2018

BGC Attendees: Becky Burr (Chair), Maarten Botterman, Ron da Silva, Ram Mohan, and Lousewies van der Laan

Other Board Member Attendees: Sarah Deutsch, Chris Disspain, Léon Sanchez, Matthew Shears

ICANN Org Attendees: John Jeffrey (General Counsel and Secretary), Aaron Jimenez (Senior Manager, Board Operations), Vinciane Koenigsfeld (Director, Board Operations), Elizabeth Le (Associate General Counsel), Wendy Profit (Manager, Board Operations), and Amy Stathos (Deputy General Counsel)

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

1. Three Year Rolling Plan for Board Skills – The Committee discussed the update on the three-year rolling plan for Board skills (the Plan), which is one of the Board priorities. The BGC noted that the premise behind the Plan is to understand what skills are needed and what skills are available (presently and over the next three years) in order to have an understanding of where emphasis is needed with respect to Board member training and to allow the Board to inform the Nominating Committee (NomCom) of skillsets that may be needed over time as part of the Board's annual skillsets guidance to the NomCom. The Committee noted that a plan is needed on how it can better collect the skillsets information and sought input from the Committee members as well as other Board members in attendance of ways the Board can obtain the information. The BGC Chair suggested developing a skills matrix template of the skills needed for the Board and understanding who has which of those skills at which expertise and a gap analysis and a plan to get there.  The matrix can be developed through the email list, and then Committee will thereafter discuss the compilation of the input to the matrix. Once vetted, the skills matrix will be circulated as a survey to the full Board. The Committee discussed the types of inputs that should go into the matrix such as language skills, diversity, etc. The BGC Chair noted that she will kick start the process by circulate the a sharpen proposal and thereafter ask committee member volunteer to develop a straw document to circulate to the Committee via email.

• Actions

• BGC Chair circulate the a sharpen preproposal for input from the Committee via email.
• BGC committee member volunteer develop a straw document to circulate to the Committee via email.

BGC Succession Planning – The BGC engaged in a preliminary discussion regarding succession planning for the Board, given that many of the current senior Board members will be departing the next few years. The Committee considered the option of vice chairs for each Board committee. There was consensus among the Committee that further thought should be given to codifying the circumstances under which Board Committees would be encouraged to bring in either a formal vice chair or a formal training role in the event that the member who is chairing a committee is in his/her last term. The Committee also discussed improvements on guidance to the NomCom. The Committee noted the need  to emphasize to the importance of continuity as part of succession planning, as well as the value of investing in people who come from outside of the community in terms of independence, legal independence and independence of thought and perspective, which the BGC desires to promote and sustain and that requires a commitment to the training to bring those members up to speed. The Committee noted that some of these points can be included in the discussion at the meeting between the NomCom and BGC during ICANN61.

• Actions
• The BGC Chair to reach out the other Board Committees about their succession plans.

Discussion on four-question survey for use by selecting bodies and full Board self-assessment survey questions –The BGC reviewed and discussed the survey questions for the four-question survey, the results of which are distributed to the Board-member selecting bodies, and the survey questions for the full Board self-assessment. The survey for the selecting bodies will need to be completed before the bodies make their selections. Given that the NomCom intends to select during ICANN62, the results of the surveys will need to be completed and distributed before then. The Committee discussed certain revisions to one question on the four-question survey that would focus on what unique skills sets can be contributed to the Board as a whole. The BGC also reviewed the full Board self-assessment survey and noted that it should be updated to reflect the current Bylaws. The BGC also asked ICANN org to evaluate the survey and provide the BGC Chair with recommendations for updating the survey, if any. The BGC noted that the follow-up interview portion of the survey is really important.

• Actions
• ICANN org to revise and distribute the survey to the Board for completion, the results of which will then be distributed to the selecting bodies.
• ICANN org to update the survey, if needed.

Board Member Integrity Screening Process Update –The Committee discussed the received an update on the work that has been done relative to the integrity screen process, including the report [PDF, 17 KB] of the temporary Sub-Committee on Ethics and Conflicts on the background check reports for seven Board members and liaisons, and the blog from the Board Chair regarding the Sub-Committee's report. The proposed plan has been published for public comment and the Board will have the opportunity to address the issue with the Supporting Organizations and Advisory Committees that do not currently employ a similar screening process during constituency day.

Workplan – The Committee reviewed its 2018 Workplan, which is on target.

AOB -

• Board priorities – The BGC noted that the Board priorities list should be expanded to include activities that are community driven. The goal is really for people to already come back with suggestions for activities and priorities for things should be done next year so we can have a very well-prepared meeting in Vancouver.

• Role of the BGC in appointing the Accountability and Transparency Review 3 – The BGC noted that this will be included in the agenda for its next meeting.

Published on 30 April 2018