Board Governance Committee (BGC) Meeting - Minutes 15 September 2011

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

Other Board Attendees: Rod Beckstrom, Steve Crocker, Bertrand de La Chapelle and Chris Disspain

Invited Attendee: Judith Duavit Vazquez

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

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

  1. Minutes – The Committee approved the Minutes from the last BGC meeting

  2. DNS Security Framework Working Group – Committee members discussed the status of reaching out to proposed members of the working group and reported on the status of the draft charter.

    • Actions:

      • Committee members to complete reach-out to  proposed membership, and complete drafting charter, in time for Dakar.

      • Staff to add to BGC meeting agenda in Dakar.

  3. Ethics and Conflicts of Interest – The Committee held a long and detailed discussion about the nature of conflicts of interest, including the requirements relating to disclosure of existing, future or potential future conflicts of interest, as well as abstention from voting in particular circumstances. The Committee also discussed in detail how ethics guidelines compliment a Conflicts of Interest Policy, and the need for ICANN to establish a formal Ethics regime. The BGC approved a motion leading to the following actions:

    • Actions:

      • The CEO and the General Counsel are to review and propose revisions to the Conflicts of Interest Policy to clarify issues, including disclosure and abstention requirements, surrounding future interests or potential future interests.

      • The CEO and the General Counsel are to engage an external firm with expertise in advising on ethical issues, to advise and help develop an ICANN Ethics Regime or set of Guidelines for the Board, the staff and the community.

      • A work party of Cherine Chalaby, Bill Graham and Ray Plzak as current members of the BGC to review and guide staff efforts to revise the Conflicts of Interest Policy and development of the Ethics Regime or set of Guidelines.

      • Staff to provide BGC with progress report, and BGC to further discuss process and timeline in Dakar.

  4. Slating of Committee Membership and Leadership, and Board Leadership – The BGC Chair made a proposal for assisting the BGC in fulfilling its duty to develop a slate of committee memberships and leadership for Board approval. The BGC currently asks Board members to express interest in serving on particular Board Committees, and the suggestion is to expand that to a call for formal candidates for those interested in chairing particular committees. The BGC also discussed the need to follow the approved process for identifying and then recommending a slate for Board Chair and Vice Chair in Dakar.

    • Actions:

      • BGC chair to distribute to the Board a list of required skills for chairing particular committees and ask for expressions of interest from Board members to chair particular committees.

      • BGC Chair to identify a window during which the BGC will receive expressions of interest for Committee Chairs, as well as for Board Chair and Vice Chair.

      • BGC to propose a slate for Committee membership and leadership, as well as Board leadership, to the Board for approval in Dakar.

  5. Board Member Skill Sets – The BGC discussed the need to identify skill sets to inform the Nominating Committee (NomCom) when making candidate selections.

    • Actions:

      • Committee members to discuss and draft proposed skill sets, which will inform a full Board discussion on the issue.

      • Board to develop in Dakar a formal statement to be provided to the NomCom regarding the skill sets the Board has identified for NomCom consideration during the 2012 NomCom selection process.