Board Governance Committee (BGC) Minutes 9 June 2011

BGC Attendees: Steve Crocker, Cherine Chalaby, Ram Mohan, Raymond Plzak, and Bruce Tonkin – Chair

Apologies: Rita Rodin Johnston

Other Board Attendees: Rod Beckstrom – CEO and President

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

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

  1. Minutes – Reviewed and approved minutes from prior BGC meeting.

  2. Committee Slating – The BGC discussed the plan for integrating incoming Board members on committees pending the full Board committee slating exercise to be completed for the Annual General Meeting.

  3. ATRT Recommendations – The BGC discussed the ATRT recommendations that were assigned for its oversight, as well as a strategy for committee work. The BGC agreed upon a committee member to serve as the topic lead for each recommendation. The BGC also considered a categorization of all the recommendations into the following three categories: (1) Recommend acceptance and note that work is completed; (2) Recommend acceptance and note that the implementation efforts are/will be incorporated into standard operating procedures; or (3) Recommend acceptance and direct further investigation and work towards implementation. The BGC engaged in a brief discussion of the substance of each ATRT recommendation to confirm ideas for continued work. The BGC members approved the categorizations and the assignment of topic leads.

    • Actions:

      • Staff to provide recommendation regarding the translation of Board briefing materials.

      • Staff to confirm that an agenda item discussing ATRT Recommendation 23 be put included for a future BGC meeting.

      • Staff to forward BGC recommendation regarding the implementation of the BGC-assigned ATRT recommendations to the Board for consideration.

  4. Call for Expressions of Interest for Nominating Committee Chair – The BGC discussed a proposed call for expressions of interest to serve as the Chair of the Nominating Committee and identified revisions, such as a specific job description, as well as other ideas for engaging with the community. The BGC also discussed the timing of the selection of the first Chair-Elect to the NomCom, which by Board resolution must occur by the 2013 NomCom.

    • Action:

      • Staff to prepare a proposed job description for the NomCom Chair in line with BGC member comments.

      • Staff to follow up on additional BGC member requests for revisions.

      • For information, staff to provide BGC with Bylaws references relating to NomCom membership.

  5. Membership of DNS Risk Management Framework Oversight Working Group – The BGC began a discussion of recommending membership for the working group, including a discussion of the background to the Board resolution directing the creation of the group.

    • Action:

      • Two members of the BGC to provide the committee with recommendations for membership of Working Group prior to Singapore meeting.

  6. Any other business – The BGC agreed to begin consideration of the issue of establishment of guidelines for Board members to participate in the new gTLD communications plan as well as consideration of improvements for approval of travel for Board members.

    • Actions:

      • Staff to provide proposal on Board member participation in the new gTLD communication plan.

      • Staff to provide suggestions for improvement to Board travel process for BGC consideration.