Board Governance Committee (BGC) Meeting Minutes | 30 November 2011

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

Other Board Member Attendees: Steve Crocker

Staff Attendees: John Jeffrey – General Counsel and Secretary, Samantha Eisner, Diane Schroeder, and Amy Stathos


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

  1. Preliminary Report – The BGC approved the minutes from the last BGC meeting.
  2. Board Rules on Conflicts of Interest for new gTLDs – The BGC discussed the Board's resolution in Dakar regarding taking action on a statement at its 8 December 2011 meeting surrounding the Board's rules on conflicts of interest specifically relating to new gTLDs. The BGC discussed some proposals and asked staff to draft a Board paper for the BGC's review and discussion online, which would then be submitted to the Board for consideration. The BGC also discussed that any specific rules relating to new gTLDs will not supplant or supersede any existing conflicts of interest, ethics and conduct requirements, including the prohibition on using any confidential information obtained while serving on the Board for any other purpose whatsoever.
    • Actions:
      • Staff to draft and distribute Board paper for BGC consideration.
      • BGC to review and provide comments, if any.
      • Staff to incorporate comments and distribute paper to Board for consideration.
  3. Code of Conduct Annual Report – The BGC discussed the proposed revisions to the Code of Conduct Annual Report. Staff advised that the Annual Report now specifies that while the Annual Report relates to formal complaints, the Board has acknowledged the concerns raised by the community and the work that the Board is undertaking with respect to reviewing and revising the existing practices and procedures. The BGC approved the revised Annual Report subject to specified further revisions.
    • Action:
      • Staff to further revise Annual Report per the BGC discussion and post on the BGC page with other Annual Code of Conduct Reports.
  4. Ongoing work on Ethics/Conflicts of Interest – Staff provided an update to the BGC on the various steps being taken in furtherance of the Board's resolution in Dakar relating to specific recommendations for enhancements to ICANN's policies and practices with respect to conflicts of interest, code of conduct and ethics practices.
    • Action:
      • Staff to continue proceeding with the multiple external reviews as outlined in the BGC's 21 and 26 October 2011 Minutes, and the Board's resolution in Dakar on this topic.
  5. ATRT Recommendations on Accountability Mechanisms – The BGC discussed the process for implementing the Accountability and Transparency Review Team (ATRT) recommendations relating to a review of ICANN's accountability mechanisms. The BGC passed a motion authorizing staff to prepare a list of organizations and publications where ICANN should send solicitations for experts to participate in a process to review ICANN's accountability mechanisms.
    • Action:
      • Staff to develop, for BGC review, the referenced list of organizations and publications.