Minutes – Board Risk Committee (BRC) Meeting 4 November 2016

BRC Attendees: Rafael Lito Ibarra, Ram Mohan (Co-Chair), George Sadowsky, Mike Silber (Co-Chair), Jonne Soininen, Kuo-Wei Wu, and Suzanne Woolf

Other Board Member Attendees: Asha Hemrajani

Board Member Elect Observing: Maartern Botterman, Akinori Maemura,

ICANN Organization Attendees: Susanna Bennett (Chief Operating Officer), Xavier Calvez (Chief Financial Officer), David Conrad (Chief Technology Officer), Samantha Eisner (Deputy General Counsel), John Jeffrey (General Counsel & Secretary), Melissa King (VP, Board Operations), Elizabeth Le (Senior Counsel), Wendy Profit (Board Operations Specialist), and Amy Stathos (Deputy General Counsel)

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

  1. Minutes – The BRC approved the minutes of the 26 June 2016 meeting.

  2. Overview of BRC Charter – The Committee reviewed and discussed its Charter as approved by the Board on 6 March 2009, and whether any refinements or revisions would be appropriate to capture the scope and purpose of the Committee.

    • Actions:

      • BRC members to review the current Charter and provide any suggested refinements or revisions by 18 November 2016.
      • Prepare draft Charter incorporating proposed revisions for approval by the BRC and then submitting to the Board Governance Committee.
  3. Community Engagement Strategy – The Committee continued its discussion regarding the strategy for community engagement relative to risk assessment. Specifically, the BRC focused on two facets: (1) what need is the BRC trying to address (such as accountability, transparency, and community engagement); and (2) how the BRC can address these needs. The BRC noted the positive community feedback with prior engagement efforts of an ad hoc working group for the budget and discussed whether a similar approach would be appropriate relative to risk assessment. Participation to the ad hoc working group would be open to any community member with interest. The BRC agreed to launch the community engagement strategy at ICANN 58.

    • Actions:

      • Provide invitation to BRC Co-Chairs to send to the community to join the working group.
      • Prepare to launch working group at ICANN 58.
  4. Communication Between the BRC and the Board – The BRC reviewed and discussed its efforts to support Board members' exercise of their responsibility in managing risk. In June 2016, the BRC initiated a BRC activity report that will be submitted to the Board semi-annually. The BRC has conducted two risk workshops in the past year. One of the Co-Chairs noted that a risk workshop at every meeting could be an on-going approach to exchanging on risk assessment and mitigation within the Board.

    • Actions:

      • Prepare additional presentation materials for workshop setting forth the objectives of the session.
      • Consider including a stress test process of the mitigation plan in the next workshop.
  5. AOB - BRC Member Position Description – The BRC addressed the question that the BGC has asked, which is what attributes do the BRC believe are appropriate for a BRC member to have. The BRC noted that the Committee deals with technical, legal, policy, operational, and financial risks. The BRC identified some general skills and qualities it believes a BRC member should have, and agreed to draft a BRC member position description to provide to the BGC.

    • Action:

      • Document a position description for Risk Committee members.

Published on 1 February 2017