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Board Governance Committee (BGC) Meeting Minutes 7 April 2013

BGC Attendees: Cherine Chalaby, Chris Disspain, Bertrand de La Chapelle, Ray Plzak, and Mike Silber, Bruce Tonkin – Chair,

Other Board Member Attendees: Sébastien Bachollet, Fadi Chehadé – President and CEO, Steve Crocker, Bill Graham and Erika Mann

Staff Attendees: John Jeffrey – General Counsel and Secretary, Megan Bishop, Michelle Bright, Elizabeth Le and Amy Stathos

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

  1. Approval of Preliminary Report: The BCG approved the minutes from the last meeting.

  2. Accountability Structures Bylaws: Staff provided the Board an update on the implementation of the Bylaws approved by the Board in December 2012 relating to ICANN's Reconsideration and Independent Review processes. The staff indicated that the Bylaws, which were put in abeyance pending further implementation work, are now ready to take effect. The BGC recommended that the Board approve the effective date of these Bylaws as 11 April 2013, with one minor addition with respect to the Independent Review process. In the implementation phase, as well as public comment, a concern was identified about the omnibus standing panel. In response, the BGC agreed that it was important to ensure that panelists had the requisite skill and expertise for the given proceeding. Accordingly, the BGC has recommended one revision to the Bylaws that would provide flexibility to use other panelists if an omnibus standing panel is not in place or the omnibus standing panel in existence does not have the expertise required for that particular IRP.

    • Action:

      • Staff to revise Bylaws per BGC discussion and present to Board for approval.

  3. Board Member Skill Sets: The BGC reviewed the draft skill set document that the Board is committed to provide to the Nominating Committee (NomCom) for its consideration in selecting Board members. The NomCom discussed whether the skills sets the Board provided to the NomCom for 2012 should be amended to account for the ICANN's growth in both staff size and budget levels. The BGC recommended that the definition be revised to include reference to language and cultural diversity with respect to people. The BGC also determined that the members of the BGC that may be standing for reappointment by the NomCom will not attend the BGC meeting with the NomCom in which the BGC is providing the NomCom with guidance on the skill set criteria.

    • Action:

      • Staff to revise skill set document to reflect revisions discussed by BGC and provide to the BGC Chair for further distribution.

  4. Board Committees: The BGC discussed the Public Participation Committee's (PPC) proposed changes to its charter. The BGC recommended that the Board approve the PPC's request to change its name from the "Public Participation Committee" to the "Public and Stakeholder Engagement Committee". The BCG did not approve any further changes to the PPC's charter in light of an anticipated detailed review of all committees later this year.

    • Action:

      • Staff to revise redline of PPC charter to include only the name change and to draft a resolution for Board approval.

  5. Board Training: The BGC received a status update on the launch of the online anti-global corruption and sexual harassment prevention training programs to the Board, which is set to be launched soon after Beijing. The BGC recommended that the Board strongly encourage each Board member to participate in the training programs for both anti-global corruption and sexual harassment prevention. The BGC also received an update on the status of the training program for conflicts of interest, which is being developed for the Board and tailored to ICANN. ICANN is also in the process of evaluating other ICANN training and learning platforms that will be divided into three curriculums: core classes, required classes, and community content on new classes. ICANN will provide the platform for the training but will not necessarily be the content providers for all programs.

    • Action:

      • Staff to draft a resolution for Board approval resolution for Board approval.

  6. Reconsideration Requests: The BCG discussed the incoming Reconsideration Requests relating to the New gTLD Program. The committee discussed creating a standard notice letter setting forth the rules and procedures of the reconsideration process.

    • Action:

      • Staff to draft a standard notice letter for distribution.