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Minutes | Board Governance Committee (BGC) Meeting 1 February 2016

Published 4 March 2016

BGC Attendees: Rinalia Abdul Rahim, Cherine Chalaby, Chris Disspain – Chair, Erika Mann Mike Silber, Bruce Tonkin, and Suzanne Woolf

Other Board Member Attendees: Fadi Chehade, Asha Hemrajani, Rafael Lito Ibarra, Markus Kummer, George Sadowsky, Thomas Schneider

Executive and Staff Attendees: Akram Atallah (President, Global Domains Division), Megan Bishop (Board Operations Coordinator), John Jeffrey (General Counsel and Secretary), Vinciane Koenigsfeld (Board Operations Content Manager), Elizabeth Le (Senior Counsel), and Amy Stathos (Deputy General Counsel)

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

  1. Minutes – The BGC approved the minutes from the meeting on 13 January 2016.

  2. Reconsideration Request 15-21 – Staff briefed the BGC regarding the request submitted by dotgay LLC seeking reconsideration of: (1) the second Community Priority Evaluation (CPE) panel's report finding that the Requester did not prevail in CPE for the .GAY string (Second CPE Report) and ICANN's acceptance of that report; and (2) ICANN staff's response to the Requester's second request pursuant to ICANN's Documentary Information Disclosure Policy (Second DIDP Response) for documents relating to the Second CPE Report. After discussion, the BGC determined the Requester does not identify any misapplication of policy or procedure by the Second CPE Panel or ICANN staff. Rather, the Requester disagrees with the Second CPE Panel's determination and scoring of the Application, and with ICANN staff's application of the DIDP Conditions for Nondisclosure. Substantive disagreements with the Second CPE Report and the Second DIDP Response, however, are not proper bases for reconsideration. Because the Requester has failed to show that either the Second CPE Panel or ICANN staff acted in contravention of established policy or procedure, the BGC concluded that Request 15-21 be denied. One BGC member abstained from voting. The Bylaws authorize the BGC to make a final determination on Reconsideration Requests brought regarding staff action or inaction and the BGC concluded that its determination on Request 15-21 is final; no consideration by the Board is warranted.

  3. AICPA's Request for Opportunity to Be Heard – Bruce Tonkin and Suzanne Woolf abstained, noting potential conflicts. Staff briefed the BGC regarding AICPA's request for the opportunity to be heard before the BGC regarding its Reconsideration Request 15-17, seeking reconsideration of the Community Priority Evaluation on AICPA's application for .CPA. After discussion, the BGC determined that further outreach efforts with AICPA regarding the Reconsideration process may be helpful prior to proceeding with a presentation by AICPA to the BGC.

    • Actions:

      • Staff to draft Reconsideration process paper for distribution.

      • The BGC Chair to follow up with AICPA.

  4. BGC Charter – The BGC engaged in a discussion about what efforts have been undertaken and what efforts should be taken related to the Committee's responsibilities as set forth in its Charter, particularly with respect to the following areas: assisting the Board to enhance its performance; leading the Board in periodic review of its performance, including its relationship with ICANN's Chief Executive Officer; and recommending to the Board corporate governance guidelines applicable to ICANN as a global, private sector corporation serving in the public interest. With respect to the area of "assisting the Board to enhance its performance", the actions currently being undertaken include the development of a set of Key Performance Indicators to address the recommendations of the Final Report of the Second Accountability and Transparency Review Team (ATRT2), and continuation of the Board training programs. There are also current efforts under way to develop a mentorship programme for new Directors to bring them up to speed. With respect to the area of "leading the Board in periodic review of its performance", the survey for the Board self-evaluation has been completed and the self-evaluation process is ready to be launched. With respect to the area of "recommending to the Board corporate governance guidelines applicable to ICANN as a global, private sector corporation serving in the public interest", the BGC agree that a quick review of the Corporate Governance Guidelines should be undertaken to evaluate if the guidelines need updating since they were last evaluated by external experts in 2012, and whether the guidelines sufficiently capture the Board's role in serving the public interest.

    • Actions:

      • Staff to launch Board Self-Evaluation process.

      • Staff to prepare a paper recommending that the Board adopt a mentorship programme for the BGC's consideration.

      • Staff to engage outside counsel to evaluate and update the current Corporate Governance Guidelines as needed.

      • BGC and staff to begin working on a modified Board evaluation survey to be completed by the leadership of the Supporting Organizations and Advisory Committees.

  5. AOB

    • Ombudsman Update – The Committee discussed the upcoming expiration of the current Ombudsman's contract and the steps that need to be taken in launching a search for candidates for this position prior to the expiration of the current term, which includes consulting with the CCWG given the ongoing work in the CCWG in this area.

      • Action: BGC Chair to seek addition input from the CCWG.