Board Governance Committee (BGC) Minutes 17 February 2011

BGC Attendees: Steve Crocker, Cherine Chalaby, Rita Rodin Johnston, Ram Mohan, Raymond Plzak, and Bruce Tonkin – Chair

Other Board attendees: Rod Beckstrom – President and CEO;

Staff Attendees: Akram Atallah – Chief Operating Officer and Interim Chief Financial Officer; 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. Actions Arising from Prior Meeting: The Chair reviewed action items arising from the prior meeting that were brought to a close, including matters arising from review of conflict of interest statements.

  2. IDN Variant Board Working Group: The BGC agreed upon a slate to recommend to the Board to comprise an IDN Variant Board Working Group, as well as a recommendation for the Chair of the Working Group. The BGC also discussed the process for the development of the Charter of the Working Group, and recommends that the Board direct the Working Group to draft a charter that is (1) consistent with the Board’s 10 December 2010 resolution regarding the creation of the Working Group; and (2) tasks the Working Group with reviewing the input related to the IDN Variant Issues Project in the 1July 2011 operating plan. Ram Mohan did not take part in the decision-making regarding the recommendation for Chair.

    • Action:

      • Staff to forward BGC recommendation to the Board for consideration.

  3. Conflict of Interest Process: The BGC discussed the potential for simplification of the Conflict of Interest disclosure process where the content of statements does not often change. The revised process would also call for a document to be circulated to the Board in advance of each meeting identifying the potential conflicts for topics on the agenda, as well as allowing a time for updating of interest statements by members at the start of each meeting. The BGC also discussed how to and whether – out of abundance of caution and for maximization of transparency – disclose potential conflicts of interest at the upcoming consultation with the GAC in Brussels, though no Board actions are anticipated.

    • Action:

      • In advance of the 28 February 2011 meeting, staff to provide proposed document to the BGC identifying interests of Board Directors and liaisons relating to new gTLDs. The BGC will review and forward to the Board as a whole for review.

      • For the BGC Meeting in Silicon Valley/San Francisco, staff to provide a draft revision to the Conflict of Interest disclosure process in line with BGC comments, for ultimate recommendation to the Board.

  4. Improvements to Board Effectiveness: The BGC discussed the creation of guidelines on a timeline for the finalization of text of motions prior to Board consideration, to improve the quality of formal resolutions, while recognizing the need to be responsive to time-sensitive issues and the length of time between Board meetings. The BGC also discussed confidentiality issues and providing documentation of basic rules regarding dissemination of information (much of which is set out in a Code of Conduct), as well as implementing some training regarding this issue. The BGC also received report on the confidentiality provisions for liaisons. In addition, if information is believed to have been disseminated outside of the agreed rules, there is need to discuss the situation and provide reminders of Board obligations.

    • Action:

      • For the Silicon Valley/San Francisco meeting of the BGC, staff to provide suggestions on how the Code of Conduct can incorporate comments provided by the Chair of BGC.

      • For the Silicon Valley/San Francisco meeting, staff to draft proposed guidelines for the finalization of text of resolutions prior to Board decision.

      • Staff to provide BGC with links to process and procedures documents already in existence.

  5. BGC Workplan: Reviewed BGC Workplan and discussed how the recommendations arising out of the Accountability and Transparency Review Team may impact the BGC Workplan after Board consideration.

  6. Board Member Compensation: The BGC received a background from staff on the work previously done regarding Board member compensation, and the 2010 BGC decision to defer the issue of Board member compensation (as opposed to Chair compensation) for a year. The BGC noted that Board member compensation was addressed in the ATRT recommendations, and the BGC will defer consideration of this issue until the Board has determined how to proceed.