Minutes | Board Governance Committee (BGC) Meeting 5 December 2016

BGC Attendees: Rinalia Abdul Rahim, Cherine Chalaby, Chris Disspain (Chair), Asha Hemrajani, Markus Kummer, Mike Silber, and Ram Mohan

Other Board Member Attendees: Maarten Botterman, Steve Crocker, and George Sadowsky,

ICANN Executive and Staff Attendees: Michelle Bright (Board Operations Content Manager), John Jeffrey (General Counsel and Secretary), Melissa King (VP, Board Operations), Vinciane Koenigsfeld (Board Operations Content Manager), Elizabeth Le (Senior Counsel), Wendy Profit (Board Operations Specialist)

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

1. Update regarding feedback report on Board members for Nominating Committee (NomCom) and SO/ACs – The Chair provided an updated on the process of the preparation of a feedback report by the consulting company TTG on Board members for the NomCom and SO/ACs. It is anticipated that there will be draft for discussion by the end of December for BGC's consideration.
2. Update regarding Guidance to the NomCom and SO/ACs Board Members Skill Sets – The Committee discussed the status of the skill sets guidance that the BGC provides annually to the NomCom and SO/ACs for Board membership. The BGC discussed the skill sets that should be included in the guidance to the NomCom for Board member selection, including skill sets/attributes outside the normal skill sets or whether there is a more appropriate method to convey additional feedback.
   • Actions:
   • Board Chair to review and determine whether to incorporate the skill sets/attributes outside the normal skill sets into the current draft guidelines to the NomCom and SO/ACs.
   • BGC Chair to reach out to NomCom chair about how else the BGC can provide additional feedback.
3. Consideration of the Development of a Board Accountability Mechanisms Committee – Over the past several years, the Committee's work relating to Reconsideration Requests have increased significantly, particularly with the New gTLD Program. In addition, Article 4 of the newly amended Bylaws amended ICANN's accountability mechanisms, which will result in a likely increase in volume and complexity of some of the operations and handling of accountability mechanisms filings. As part of the annual review of its Charter, the BGC considered whether the Committee's current and potential future workload for Reconsideration Requests limits the Committee's ability to accomplish its other board governance responsibilities. The BGC discussed whether in order for the Committee to devote sufficient time to its governance duties, it might be more appropriate if a different Board committee handled the Reconsideration responsibilities while the BGC retains its core governance duties. The BGC approved a recommendation to the Board to approve the initiation of a Fundamental Bylaws change to the segregate the BGC's governance responsibilities from its Reconsideration Request responsibilities by redesignating the Reconsideration responsibilities to a different Board committee.
   • Action:
   • ICANN Organization to prepare paper for Board consideration.
4. Update on Status of Pending Accountability Mechanisms – The Committee received a status update of pending accountability mechanisms from the General Counsel. The BGC noted that many of the strings subject to pending accountability mechanisms are subject to the currently undergoing review of the Community Priority Evaluation process.