Board Governance Committee (BGC) Meeting Minutes | 10 September 2009

BGC Attendees: Dennis Jennings – chair; Harald Tveit Alvestrand, Steve Goldstein, Ram Mohan, Raymond Plzak, and Rita Rodin Johnston

Other Board Member Attendees: Rob Beckstrom – CEO; Peter Dengate Thrush – Board Chair

Staff Attendees: John Jeffrey – General Counsel; Samantha Eisner and Amy Stathos


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

  1. Discussed and all present voting members approved minutes from prior meeting.
  2. Discussed Committee membership and leadership slate and developed initial draft slate for consideration.
    • Action:
      • BGC chair to communicate suggested slate to Board members and provide feedback to the BGC.
      • BGC chair to advise the Board on the approach taken to developing the initial slate.
      • General Counsel to review initial draft slate and advise BGC in relation to the independence of the members of each committee.
  3. Discussed Board members’ 2009 conflicts of interest statements and identified areas in which, if relevant discussions arise, might require Board members to, in accordance with COI Policy, identify potential conflicts so the Board can determine whether and in what manner the members can participate in discussions of those issues.
    • Action:
      • Staff to draft note for BGC re: COI statements.
  4. Discussed scheduling of meetings in advance of Seoul.