Board Governance Committee (BGC) Meeting Minutes 22 February 2012

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

Apologies: Cherine Chalaby

Other Board Member Attendee: Steve Crocker

Staff Attendees: Akram Atallah – Chief Operating Officer; John Jeffrey – General Counsel and Secretary; Samantha Eisner, Diane Schroeder, Amy Stathos, and Alina Syunkova

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

  1. ATRT Recommendations Implementation – The BGC discussed the work to implement its assigned ATRT Recommendations. For the NomCom-related recommendations, the BGC discussed the type of reporting on skill set identification that could be given to the NomCom. The BGC also discussed the provision of minimum transparency requirements to the NomCom that would be applicable to all Nominating Committees but would not require disclosure of explicit details on candidates. For Board training and performance, the BGC discussed the ongoing preparation of a process manual for how the Board conducts its business. The BGC also discussed the timing of a launch of a Board self-assessment in time for review of the outcomes in May as well as received an update on the modification of the form of questions to better meet ICANN’s needs. For Recommendation 6, the BGC discussed how to best reflect where items need a formal policy development process and where a PDP is not appropriate, the extent to which consultation with the community is expected. For Recommendation 20, the BGC discussed ongoing work at the Supporting Organization level to demonstrate that inputs were considered prior to presenting policy recommendations to the Board.

    The BGC also discussed further work to meet the recommendations on reviewing ICANN’s accountability mechanisms (Recommendations 23 and 25), including a review of the Improving Institutional Confidence work on modifications to the accountability mechanisms. The BGC also discussed the research done to date to identify potential experts, as well as the posting of an RFI to further identify experts to that could serve on the committee called for in the Recommendations.

    • Actions:
      • Chair to draft proposed communication on the skill sets for the NomCom, for BGC review prior to Costa Rica.
      • BGC members to review document with proposed requirements regarding NomCom transparency practices, in advance of submission to the NomCom for comment.
      • Staff to provide a draft process manual in advance of Costa Rica for BGC review.
      • Staff to propose revisions to questions for the Board self assessment for BGC review and feedback.
      • BGC Chair will draft some discussion points for further consideration on Recommendation 6.
      • Staff to produce RFI with short informational document for BGC review, and posting prior to Costa Rica.
      • Staff to coordinate time for Ombudsman to meet with BGC in Costa Rica.
  2. Ethics and Conflicts of Interest – The BGC received an update on the three streams of work ongoing regarding ICANN’s ethics and conflicts of interest programs and identifying best practices. Staff reported that some of the recommendations could be implemented and incorporated into existing processes very soon, while others will evolve over time. It is expected that some materials will be available in advance of the Costa Rica meeting.
    • Actions:
      • Staff to assure that documentation is available for the Costa Rica meeting, as well as progress reports on items of work that are not yet available.
      • Staff to coordinate with representatives of one or more of the work teams to determine they are able to participate in a forum in Costa Rica.
  3. 2012 BGC Work Plan – Staff reported that the 2012 BGC work plan contained standard items, though additional meeting dates still need to be coordinated.
    • Action:
      • Staff will coordinate with BGC Chair on future dates for BGC teleconference meetings.
  4. New gTLD Conflicts of Interest Identification – The BGC discussed with staff how the group of directors identified as non-conflicted on New gTLDs can best consider items related to the New gTLD Program. There is a proposal that those directors identified as non-conflicted be formed as a committee of the Board, and the Board delegate to the committee authority to make decisions regarding the New gTLD Program. The creation of this committee would require a charter noting what the committee can and cannot do, in line with the authority granted by the Board via the Bylaws or by operation of law. This could serve as a pilot method for addressing conflict issues in a clear, defined way. The BGC also discussed the process through which the Board members were identified as having conflicts related to the New gTLD Program, providing further time for affected directors to meet with the BGC regarding this identification, and the potential for an independent expert to provide the Board or the BGC guidance on identification of conflicts.
    • Action:
      • Staff to provide a Board paper on the formation of the committee for Board consideration in Costa Rica, including a proposed Charter.
      • Staff to provide BGC with suggestions of governance experts that may be available to provide further training or guidance to the Board on identifying when conflicts of interest (or the appearance of a conflict of interest) exist.