Minutes | Meeting of the Governance Committee of the Board (BGC) | 21 September 2023

BGC Attendees: Becky Burr, Edmon Chung, Sarah Deutsch (Chair), Avri Doria, Danko Jevtović, and Matthew Shears

Other Board Member Attendees: Patricio Poblete, and Sajid Rahman

BGC Member Apologies: León Sánchez

ICANN org Attendees: Franco Carrasco (Board Operations Manager), John Jeffrey (General Counsel and Secretary), Elizabeth Le (Associate General Counsel), Amy Stathos (Deputy General Counsel), and Theresa Swinehart (SVP, Global Domains and Strategy)

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

1. Agenda review – The Chair reviewed the agenda for the meeting.

2. Continued Discussion on Board Committees and Other Board Group Slating – The Committee continued its discussion of the leadership and membership slates for Board Committees, Working Groups, and Caucuses. The BGC noted that the next step in the slating process is to share the slate with the full Board for input. The BGC also discussed winding up the Board Working Group on Internet Governance (BWGIG) as the Board has recently been and will continue to be undertake the responsibilities of the BWGIG. Some BGC members noted that the BWGIG should continue. Following discussion, the Committee agreed to recommend that the Board approve winding up the BWGIG .

   • Actions:

     • BGC Chair to share draft leadership and membership slates for Board Committees, Working Groups, and Caucuses with full Board for feedback.
     • ICANN org to prepare relevant materials re winding up the Board Internet Governance Working Group for Board consideration.

3. Continued Discussion re Delegation of Authority (DoA) Guidelines – The Committee continued its discussion of the DoA Guidelines. The Committee reviewed and discussed proposed revisions made by the BGC members. The Committee discussed how ICANN org should be referenced in the Guidelines (e.g., Org vs. org vs. staff vs. other terminology) and requested input from the Executive Team on the issue. The Committee requested that the draft revisions to the Guidelines be updated to address the Committee's feedback and thereafter provided to the Executive Team for input.

   • Actions:

     • ICANN org to update the draft revised DoA Guidelines to address the BGC's feedback.
     • ICANN org Executive Team to review and provide feedback to proposed revisions to DoA Guidelines.

4. Continued Discussion re. Proposed revisions to Board Technical Committee (BTC) Charter - The Committee continued its discussion of the proposed revisions to the BTC charter. The Committee discussed the role of Board Liaisons on Board Committees, and noted that the BTC charter, as well as all other committee charters, should include language in all committee charters to recognize the value that Liaisons bring to the committees on which they serve. The BGC asked ICANN org to evaluate the appropriateness of incorporating language about the importance of Liaisons into committee charters, and to suggest verbiage if the org finds the inclusion fitting.

   • Actions:

     • BTC to consider the BGC's feedback and proposed revisions to the BTC charter.
     • BGC to consider suggested language by the org, if any, regarding the value that Board Liaisons bring to all committees via email and approve online if applicable.

5. Proposed Revisions to Standard Provision of Committee Charters – The Committee discussed and approved a recommendation to the Board to approve proposed revisions to certain standard provisions in Board Committees' charters to align the charters with current practices. Specifically, the BGC recommended that the Board approve updates to the provisions on voting and quorum, records of proceedings, succession plan, and committee review. As noted above, the BGC will consider suggested language, if any, regarding the value that Board Liaisons bring to committees to the standard provisions via email.

   • Action: ICANN org to prepare relevant materials for Board consideration and applying common changes made on the BGC charter across other committee charters.

6. Status Update of BGC Questionnaire Action Item – The Committee received a status update on the BGC questionnaire action items. From a total of 41 action items 27 action items have been completed with 14 items in progress. The majority of the remaining items are expected to be completed by the end of the 2023 calendar year.