Board Governance Committee (BGC) Meeting Minutes 31 January 2013

BGC Attendees: Cherine Chalaby, Chris Disspain, Bertrand de La Chapelle, Ram Mohan, Ray Plzak, and Bruce Tonkin – Chair

Other Board Member Attendees: Sébastien Bachollet, Fadi Chehadé (President and CEO), Steve Crocker, Erika Mann

Staff Attendees: John Jeffrey – General Counsel and Secretary; Megan Bishop, Michelle Bright, Samantha Eisner, Diane Schroeder, and Amy Stathos

BGC Apologies: Mike Silber

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

  1. Conflicts of Interest: Review and Subcommittee: The BGC reviewed and discussed individual Board member conflict of interest statements, as well as the purpose of the annual review as set forth in the BGC Charter. The review is not just for purposes of identifying conflicts of interest as they relate to the New gTLD Program, but to consider actual, potential or perceived conflicts of interest that may arise across the whole array of issues that the Board considers. The BGC discussed the differing considerations of conflicts of interest across ICANN, and the value of participation of all members across ICANN stakeholders, and the difficulty in balancing participation with conflict of interest issues. The conversation turned to the role of liaisons between the SOs and ACs and enhancing the communication among the bodies within ICANN.

    The BGC then began a discussion of the composition of the BGC Now gTLD Subcommittee on Conflicts and Ethics given the changed membership of the BGC. The BGC agreed to leave the composition of the Subcommittee under the BGC following the same Charter as formed in 2012, with Cherine Chalaby and Ray Plzak as members, and to invite Bill Graham to serve as an voting advisory member of the Subcommittee.

  2. Board Member Evaluations: The BGC discussed the process for evaluating Board members who are starting the final year of their term. The evaluations will include a 360° review including the Chair of the Board, staff members supporting the committees on which the Board member serves, and fellow Board members. The BGC Chair will consult with each Board member to identify the appropriate evaluators. This is expected to be an ongoing process, and in future years these evaluations will be completed in sufficient time for consideration by the Nominating Committee, SOs and ACs during their Board member selection processes.

    • Action:

      • Staff to document the appropriate timelines to see how the items fit into the overall Board member selection processes throughout the community.

  3. Board Training: Staff reported on the status of the Board training program and the varying proposals that have been raised by Board members. The committee discussed the idea of developing a training program that could include training sessions from third parties, as well as those created internally. The committee discussed the need for training modules on: (i) ICANN-specific issues, such as the GNSO Policy Development Process; (ii) Board governance; and (iii) other specified topics including those geared towards specific committee membership. The committee agreed that it needs to develop a matrix of what training modules must be completed by Board members. As modules are created, the ability for translation should be considered, in order to make the training more useful. The BGC suggested that there be a Board-member specific training budget to support participation in necessary training programs. The President and CEO confirmed that ICANN is committed to working towards enabling a training platform for all interested in ICANN. As the Board identifies the elements of its curriculum, those could be put into development. The BGC noted that there are efforts ongoing within the community regarding the development of an ICANN Academy of which the BGC needs to remain aware.

    The BGC requested a status on the development of online ethics training for the Board, and staff confirmed that the development of the training could be completed within a matter of months.

    • Actions:

      • BGC to complete draft a proposed Board training curriculum.

      • Staff to organize some of the initial training as identified, including design of an online ethics training for the Board.

  4. BGC Report to the Board: The BGC Chair outlined his proposed reporting to the Board at the workshop, including the work that the BGC intends to undertake in the year ahead. These include a review of committee charters, working with the Board on developing its training programs, a Bylaws review to attempt to streamline the Bylaws to its core requirements. The BGC also intends to work through the policy/implementation issue with the community, including a session at the Beijing meeting.

    • Action:

      • Staff to provide first a draft of a synthesized Bylaws for BGC review and consideration in Beijing.