Board Governance Committee (BGC) Meeting Minutes 15 March 2012

9 March 2012

BGC Attendees: Cherine Chalaby, Bill Graham, Ray Plzak, R. Ramaraj, Mike Silber, and Bruce Tonkin – Chair

Apologies: Ram Mohan

Other Board Member Attendees: Steve Crocker, Chris Disspain

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

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

  1. Minutes – The BGC approved the minutes of its prior meeting, held on 22 February 2012.
  2. Update on Action Items – The BGC discussed the status of action items arising from its prior meeting. The BGC discussed the draft skill set document for the Nominating Committee (NomCom) as circulated after the last BGC meeting and discussed potential refinements to not be overly restrictive to the functioning of the NomCom.
    • Action
      • BGC members to review and provide further comment to Committee Chair by email.
      • Committee Chair to circulate to Board for review.
  3. Conflicts of Interest and Ethics Work – Received updates regarding the work on the review of ICANN's governance documents and ethics practices, including a review of documents available for discussion at the Costa Rica meeting, as well as planning for the Costa Rica session on ethics and conflicts of interest. The BGC also discussed ideas regarding training on the ethics and conflicts of interest practices. The BGC approved the posting of proposed documentation for public comment.
    • Action
      • Staff to post documentation as available from reviews to be accompanied by an explanation of how each component applies to Board, staff and community.
  4. ATRT Recommendations Implementation – After discussion, the BGC approved a recommendation to post for public comment a call for expressions of interest to serve as independent experts for the review of ICANN's accountability mechanisms (Recommendations 23/25). For recommendation 24, regarding the Ombudsman, the BGC discussed the report provided by the Ombudsman regarding recommended work, including the need to receive rationale regarding the Ombudsman's recommendation on the Ombudsman Framework, and the need to have the Ombudsman publicly address these recommendations. The BGC also discussed the creation of a more formal reporting mechanism between the Ombudsman and the Board.
    • Actions:
      • Committee Chair to distribute proposed NomCom Guidelines for comment along with the NomCom skill set document.
      • Staff to post the RFI for experts to review accountability mechanisms.
      • BGC members to provide comments to Chair on the notes circulated regarding Recommendation 6 and policy/implementation distinction.



15 March 2012

BGC Attendees: Cherine Chalaby, Bill Graham, Ram Mohan, Ray Plzak, R. Ramaraj, Mike Silber, and Bruce Tonkin – Chair

Staff Attendees: Jamie Hedlund – Vice President, Government Affairs – Americas; Nigel Hickson – Vice President, Europe; John Jeffrey – General Counsel and Secretary Xiaodong Lee – Vice President – Asia/Pacific; David Olive – Vice President, Policy Developement; Samantha Eisner, Daniel Halloran, Diane Schroeder, Amy Stathos, and Alina Syunkova.

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

  1. Subcommittee of the Board Governance Committee on Ethics and Conflicts – The BGC approved a change in composition of the Subcommittee, now comprised of Cherine Chalaby, Ray Plzak and R. Ramaraj.