Minutes | Board Governance Committee (BGC) Meeting 14 January 2020

BGC Attendees: Becky Burr, Ron da Silva, Ihab Osman, Kaveh Ranjbar, León Sánchez, Matthew Shears and Tripti Sinha (Chair)

Other Board Member Attendees: Maarten Botterman, Sarah Deutsch and Avri Doria

ICANN Org Attendees: Susanna Bennett (SVP & Chief Operations Officer), Cyrus Namazi (SVP, Global Domains Division), John Jeffery (General Counsel & Secretary), Aaron Jimenez (Board Operations Specialist), Wendy Profit (Board Operations Senior Manager), Jennifer Scott (Senior Counsel) and Amy Stathos (Deputy General Counsel)

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

  1. Review of Prior Action Items – The BGC reviewed items it has already completed, which included: meeting with the Nominating Committee (NomCom) to discuss the Board's expectations regarding their questions; a letter of guidance from the Board Chair to NomCom; making several Board liaison and Board working group appointments. ICANN organization has worked with the Board Chair to update the Community groups for which Board liaisons were identified. Further, the working group email lists have been updated and the current membership lists posted on icann.org.

  2. BGC Workplan – The BGC received an update on the workplan and the activities for the next 12 months, which is on target. The workplan speaks to the different elements of the BCG's charter and related responsibilities. It also includes a section that shows a couple of items assigned to the BGC that are not in furtherance of the BGC charter, such the new legitimacy project recently added to the workplan.

    • Action: ICANN org to update the workplan to include item re: consideration of which Board committees are responsible for oversight of the goals set forth in the Strategic Plan.
  3. Responses to Questions from Nominating Committee Review Implementation Working Group – ICANN org reported that ICANN had received questions received from the Nominating Committee (NomCom) Review Implementation Working Group (RIWG) related to the recent recommendations resulting from the NomCom Review. The Committee discussed proposed responses and identified some suggested revisions to those responses. The BGC agreed to do a final review of the responses at its next meeting before sending them to the Board for consideration. The Committee discussed that the NomCom RIWG asked for the responses by the end of January or asked the Board to let the working group know if it needs more time.

    • Actions: ICANN org to modify the proposed responses and recirculate to the BGC for final review at the BGC's next meeting.
  4. How to Become Observers to Committees – The BGC discussed the description document re: observers to Board Committees, which included how to become an observer, whether and how observers may participate in Committee meeting discussions, and the process for closing a Committee meeting to observers. The committee also discussed how to deal with possible disruptive observers. The Committee asked ICANN org to clarify in the document that the Committee Chair is the one responsible for closing a meeting to observers and explaining why it is closed.

    • Actions: ICANN org to revise the description document and ensure it is forwarded to the Board for information and comments, if any.
  5. Board Communications Training – The BGC discussed the plan and related document for providing Board members with communication training. The first training session will occur during the January 2020 Los Angeles Board Workshop. The plan is to provide two other sessions in different Board workshops and continue to offer training until everyone has the appropriate tools for communicating as Board members. The BGC discussed making some refinements to the plan document and possibly creating a separate document that identifies the specific situations where a Board member could be perceived as speaking on behalf of the Board even though they may not be attending an event in their capacity as a Board member. The BGC noted that once suggested revisions are shared with the communications team, the BGC's role on this is concluded.

    • Action: ICANN org to share suggested revisions with communications team.
  6. Committee Roles With Respect to the Strategic Plan – The BGC reviewed a spreadsheet that sets out the strategic objectives and goals found in the Strategic Plan. ICANN org suggested that the team responsible for the Strategic Plan will propose which Board committees should have oversight of the strategic goals and then present the proposal to the BGC at its next meeting. The BGC agreed with this approach as a first step, with the idea that after the BGC is comfortable with the proposal, it should be sent to the relevant Board Committee Chairs for consideration.

    • Actions: ICANN org to propose suggested Board Committee oversight responsibility for each of the strategic goals set forth in the Strategic Plan and share with the BGC at its next meeting.
  7. Board Leadership Selection Process Review – The BCG agreed to review the BGC's "Practice for Board Engagement in Developing Slate for Board Leadership Selection" (Board Leadership Selection Practice) and suggest improvements, if needed, over the next few months and before the next selection cycle.

    • Actions: The BGC to review the Board Leadership Selection Practice and bring their thoughts to the BGC's next meeting for discussion.
  8. Working Groups, Caucuses and Board Liaisons to Community Groups – The BGC discussed recent modifications to the existing document on Board Working Groups, Board Caucuses and Board Liaisons to Community Groups, including adding the third section. The BGC also discussed the difference in purpose between working groups and caucuses, whether some that exist should be combined or sunsetted, and the need to look at the role of a Board liaison to a Community group given already existing operational roles of ICANN org personnel in relation to community groups.

    • Actions: The BGC to continue the discussion at the BGC's next meeting.
  9. Update on Board Member Peer Evaluations – ICANN org updated the BGC on the Board member peer evaluation process and reported that the most recent round of peer reviews that commenced just after the last Annual General Meeting was just completed. ICANN org noted that the reports will be sent to the individuals that were evaluated and to the Board Chair as they are meant solely as feedback to the individual Board members. Meetings between the Chair and those Board members who were evaluated will be scheduled to take place during the Board's January and March 2020 workshops, or telephonically if the Board member and Chair are comfortable with a telephonic meeting. The next round of Board member peer evaluations is scheduled to start in April 2020, with the Board members who are termed out having an option to participate in the evaluation process. A full Board evaluation is also scheduled to occur again starting in mid-2020.

    • Actions: ICANN org will to send the most recent Board member peer evaluation reports to the individuals who were evaluated and the Board Chair, and schedule individual meetings to review the evaluations with the Board Chair and those Board members evaluated.

Published on 14 February 2020