Minutes | Board Governance Committee (BGC) Meeting 19 May 2022

BGC Attendees: Becky Burr, Sarah Deutsch, Avri Doria, Danko Jevtović, Ihab Osman, León Sánchez, and Tripti Sinha (Chair)

Other Board Member Attendees: Manal Ismail, Patricio Poblete and Katrina Sataki

ICANN org Attendees: Aaron Jimenez (Board Operations Specialist), John Jeffrey (General Counsel and Secretary), Vinciane Koenigsfeld (Director Board Operations), Elizabeth Le (Associate General Counsel), Wendy Profit (Board Operations Senior Manager) and Amy Stathos (Deputy General Counsel)

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

  1. Agenda review – The Chair opened the meeting and reviewed the meeting agenda.
  2. Review of Past Activities – The Chair recapped the action items from the prior meeting: (i) ICANN org to prepare pending BGC meeting minutes for approval by the Committee; (ii) ICANN org to publish call for expressions of interest for the Nominating Committee (NomCom) 2023 leadership; (iii) ICANN org to launch Board Skills Matrix; and (iv) the deliverables from the Executive Session. The Chair noted that items (i) and (iv) are in progress and will be completed shortly and items (ii) and (iii) have been completed.
  3. Consideration of NomCom 2023 Leadership – The BGC noted that the call for expressions of interest (EOI) for the NomCom 2023 Chair and Chair-Elect was open from 12 April to 9 May 2022. Several candidates submitted EOIs. The next step in the process is for the BGC to review the EOIs and interview the candidates. The Committee discussed the requisite skills and criteria to be a NomCom Chair and Chair-Elect.

    • Action - ICANN org to schedule candidate interviews.
  4. Update on Completion of Board Skills Matrix Survey – The Committee discussed the status of the completion of the Board Skills Matrix Survey, which will be used to inform the slating process. The Committee Chair stated that she has received the results to date of the survey and will begin the preparatory work for the slating discussion at the next BGC meeting.

    • Action – BGC Chair to prepare materials for slating discussion at the next BGC meeting.
  5. Review of Board Member Self-Evaluation Survey – The Committee discussed the upcoming biennial review of the Board Self-Evaluation Survey. The Commmittee reviewed the survey questions and did not have any changes to the questions posed in 2020. Regarding the available responses to the survey questions, the BGC requested ICANN org to revise the parenthetical explaining that if the "N/A" choice is selecte, the Board member selecting it should provide an explaination for that sselection. The Committee then agreed with that change, org should launch the survey.

    • Actions:

      • ICANN org to update the Board Member Self-Evaluation Survey to reflect the Committee's discussion.
      • ICANN to launch Survey once it has been updated.
  6. Review of Board Conflicts of Interest Policy - The BGC reviewed the Board Conflicts of Interest Policy. It was noted that the Policy has been evaluated by outside legal counsel and that outside counsel did not recommend any changes to the Policy because it complies with all laws, rules, and regulations, and is consistent with best practices. The Committee agreed with outside counsel's recommendations.

    • Action: ICANN org to publish the Board Conflicts of Interest Policy with a notation that the Policy has been reviewed and no changes were recommended.
  7. Review of Corporate Governance Guidelines – The BGC reviewed the Corporate Governance Guidelines and discussed making some revisions to the Guidelines, such as clarifying the second paragraph under the section on "Role of the Board" and adding a section to address challenges of violations of the Guidelines or any other policies adopted by the Board. The Committee also discussed including circulating the Guidelines to the Board yearly as a refresher.

    • Actions:

      • ICANN org to revise Guidelines to reflect the Committee's discussion.
      • BGC to discuss the revised Guidelines at a future meeting

Published on 28 June 2022