Board Governance Committee (BGC) Minutes 18 June 2011

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

Other Board Attendees: Bertrand de La Chapelle

Invited Attendees: Chris Disspain

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

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

  1. Minutes – Reviewed and approved minutes from prior BGC meeting.

  2. Chair and Vice Chair Slating – The BGC discussed the merits of a future review of different process models for identifying Board Chair and Vice Chair candidates. The BGC has recommended some revisions to the form of the standard resolution identifying the selection of the Board Chair and Vice Chair.

    • Action:

      • Staff to provide the draft resolution for Board Chair and Vice Chair to the Board for approval.

  3. DNS Risk Management Oversight Working Group – Two BGC members advised the BGC that further work would be conducted during the Singapore meeting and an update will be provided to the BGC with recommendations for membership of working group.

    • Action:

      • BGC members to distribute recommended list of working group members.

  4. Call for Expressions of Interest for Nominating Committee Chair and Chair Elect – Staff described the revised position description for NomCom chair and updated the BGC on the status of the process for posting the call for expressions of interest. The BGC briefly discussed that the role of the Chair Elect is meant to be a learning, rather than an advisory, role. The BGC approved Staff’s job descriptions for posting but emphasized the need in the posting for expressions of interest that the scope of the Chair Elect be identified as an observer.

    • Action:

      • Staff to post Call for Expressions of Interest for NomCom Chair and Chair Elect.

  5. Recommendation on Bylaws required NomCom academia delegate – Staff provided the BGC with a summary of the public comment input in relation to the recommendation on Bylaws requirement for NomCom academia representation. The BGC noted the public comments and discussed that this particular issue has been a long standing and time consuming difficulty for the. The BGC agreed to recommend that the Board approve the removal of the Bylaws requirement, but direction that the CEO ensure ongoing monitoring of academia representation in the NomCom.

    • Action:

      • Staff to draft resolution for BGC review for submission to the Board in relation to proposed Bylaws amendments.

  6. ATRT Recommendations – Staff updated the BGC on the status of the ATRT recommendations, topic allocations and the three categories identified in the previous BGC meeting.

    • Actions:

      • Staff to provide BGC with list of BGC topic leads and relevant staff members for each recommendation.

  7. Any other business

    (a) Board Committee Guidelines. The BGC discussed the possible need for defining guidelines for participation in Board committees by those Board members who are not committee members. The BGC noted the need to balance the benefit of input from observers against the impact to the efficient workings of Board Committees. The BGC also discussed re-introducing short periodic Board Committee presentations to the Board.

    • Actions:

      • BGC Chair to distribute draft guidelines for further consideration by the BGC.

    (b) Board Compensation. Staff updated BGC on status of process for consideration of board compensation.

    • Actions:

      • Staff to proceed with next steps.

    (c) Thanks to Rita Rodin-Johnston. The BGC Chair also acknowledged and thanked Rita Rodin Johnston for her service on the BGC.