Board Governance Committee (BGC) Meeting Minutes | 16 August 2012

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

Apologies: Mike Silber

Other Board Member Attendees: Akram Atallah – Interim CEO, Steve Crocker

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

Invited Observer: Fadi Chehadé


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

  1. Minutes – The BGC approved the minutes of its prior meeting in July 2012.

  2. ATRT Recommendations 23/25 – Accountability Structures Review – The BGC reviewed the proposed composition of the Accountability Structures Expert Panel (ASEP), the timeframe proposed for completion of the ASEP's work, as well as anticipated opportunities for community input into the ASEP's work. The BGC approved the proposed composition of the ASEP.

    • Action:

      • Staff to draft proposed Terms of Reference for the ASEP and provide to BGC for review.

      • Staff to proceed to contract with identified experts to have the work completed prior to the end of 2012.

  3. NomCom Chair – The BGC discussed that the decision of the current Chair-Elect of the NomCom to withdraw his candidacy for chair now creates an opening in the position of the NomCom Chair for the 2012-2013 NomCom. The BGC requested staff to post a communication that the position is now open, and open a call for expressions of interest for the NomCom Chair position. The BGC also discussed the possibility of having the NomCom fill out a short survey to review the performance of the NomCom and provide feedback regarding the Chair, as well as a more general survey regarding the functioning of the NomCom.

    • Actions:

      • Staff to post announcement on ICANN.org regarding opening in NomCom Chair position and opening call for expressions of interest for BGC consideration in September 2012.

      • Staff to identify a short list of proposed questions for the NomCom performance review and provide to BGC for consideration.

  4. ATRT Recommendation 6 – Identifications of Policy and Board's Operational Administration Functions – The BGC discussed a draft paper setting out the clarifications requested in the ATRT Report. The BGC noted that the question of how the Board gets the advice that it needs, outside of the defined processes set out as requested in the ATRT Report, is an important item for community discussion. The BGC provided input to a document that will serve as the start of that community discussion at the Toronto meeting, with an aim of achieving predictability.

    • Actions:

      • Staff to revise paper addressing Recommendation 6 to incorporate the BGC's comments.

      • Staff to revise paper intended for community discussion in Toronto, on additional ways the community can help give the Board the advice it needs, and prepare for posting in advance of the Toronto meeting deadline.

  5. Alignment of Board Terms – The BGC discussed the potential for implementation of a change to the Bylaws to allow for the transition of all Board terms at the Annual General Meeting, to allow for one induction period per year, and assure that all transitions occur at a face-to-face meeting. The BGC discussed the timing of the SO and At-Large Community member selection processes, and noted that these would have to remain largely unchanged to allow for the NomCom to make its diversity assessment. The issue of potential conflicts of interest when Board members vote on a potential extension of their existing terms by a period of up to five months was also discussed.

    • Action:

      • Staff to prepare a package of proposed Bylaws changes, a memo addressing potential conflict of interest issues, and a proposed timeline for community input and Board action on this topic for BGC consideration at its September meeting.

  6. Conflicts of Interest and Ethics Review – Staff reported that the results of public comment and the outcomes of the expert recommendations will be provided to the BGC for review at its upcoming meeting in September.