Minutes | Meeting of the Governance Committee of the Board (BGC) | 26 May 2023

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

Other Board Member Attendees: Patricio Poblete and Katrina Sataki

ICANN org Attendees: Bart Boswinkel (VP, Policy Development Support), Michelle Bright (Board Content Coordination Director), Franco Carrasco (Board Operations Manager), Samantha Eisner (Deputy General Counsel), John Jeffrey (General Counsel and Secretary), Elizabeth Le (Associate General Counsel), and Amy Stathos (Deputy General Counsel)

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

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

2. Discussion re Proposed Update to the Organizational Effectiveness Committee (OEC) Charter – The Committee considered proposed revisions to the OEC charter. Katrina Sataki noted that the proposed updates are to align with the OEC's current practices. She further noted that the proposed updates do not extend to the standard charter provisions, which will undergo a wholesale review by the BGC after all the Board Committees have completed their annual charter reviews. Following discussion, the BGC approved a recommendation to the Board to approve the proposed updated OEC charter.

   • Action: ICANN org to prepare relevant materials for Board consideration at a later date.

3. Discussion re Proposed Charter for the ICANN Grant Program Board Caucus – The Committee discussed and approved the proposed charter for the ICANN Grant Program Caucus.

   • Action: ICANN org staff to inform the relevant groups.

4. Discussion re Proposal to Establish Board Caucus on ccPDP3 Review Mechanism – The Committee considered a proposal to establish a Board Caucus on ccPDP3 Review Mechanism (Caucus). Patricio Poblete and Katrina Sataki explained that the purpose of the Caucus is to process a proposal from the ccNSO regarding a new review mechanism for ccTLDs. The Committee noted that the proposal to establish the Board Caucus on ccPDP3 Review Mechanism follows the framework developed by the BGC for establishing Board caucuses and working groups. Following discussion, the BGC approved the establishment of the Caucus and asked ICANN org to prepare a Caucus charter for Committee approval.

   • Action: ICANN org to prepare a Caucus charter for Committee approval.

5. Discussion re Board Member Peer Evaluation Process – The Committee continued its discussion of the Board member peer evaluation process. The Committee considered the suggested modifications to the questionnaires from the third-party provider that administers the evaluation. The Committee discussed short term options for the Peer Evaluation process such as conducting the evaluation through interview only format or through the questionnaire plus interview format. The Committee noted that there is value in the interview portion of the evaluation process. The Committee asked ICANN org to further consult with the third-party provider for options for the evaluation tranches scheduled for the remainder of calendar year 2923. The Committee also asked ICANN org to evaluate ways to improve the evaluation process in the long term.

   • Actions:

     • ICANN org to further consult with the third-party provider for options for the upcoming evaluations.

     • ICANN org to evaluate ways to improve the evaluation process in the long term.

6. Continued Discussion re: Board Member Conflicts of Interest and New gTLD Program - The Committee continued its discussion how Board member conflicts of interest related to the New gTLD Program should be managed. The Committee was also provided an overview of how the conflicts were handled in during the 2012 round of the New gTLD Program and discussed what, if anything, can be done differently in the next round. The Committee asked ICANN org to provide additional information of different conflicts of interest scenarios that were considered by the Board during the 2012 round.

   • Action: ICANN org to provide additional information of different conflicts of interest scenarios that were considered by the Board during the 2012 round for Committee consideration.

7. Sunsetting Board Operational Priorities – The Committee discussed whether the Board should continue setting Board operational priorities or if it should consider other ways to provide transparency into priorities of the Board. The Committee agreed to continue discussing the matter at a future meeting.

   • Action: The BGC to continue the discussion at a future meeting.

8. AOB – The Committee briefly discussed the timeline for the Nominating Committee 2024 Leadership nomination process. The Committee also discussed the timeline for Board Committee slating process.