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Minutes | Board Governance Committee (BGC) Meeting 7 October 2020

BGC Attendees: Becky Burr, Ron da Silva, Ihab Osman, Kaveh Ranjbar, León Sánchez, Matthew Shears, and Tripti Sinha (Chair)

Other Board Member Attendees: Maarten Botterman, Sarah Deutsch, Avri Doria, Manal Ismail, Danko Jevtović, and Göran Marby.

ICANN Org Attendees: Franco Carrasco (Board Operations Specialist), Samantha Eisner (Deputy General Counsel), John Jeffrey (General Counsel and Secretary), Liz Le (Associate General Counsel), Wendy Profit (Board Operations Senior Manager), Amy Stathos (Deputy General Counsel), and Theresa Swinehart (SVP, Global Domains & Strategy)

Invited Observer: Patricio Poblete

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

  1. Agenda review and request to add to Any Other Business (AOB) – The Chair reviewed the meeting agenda.
  2. Review of Prior Action Items – The BGC Chair recapped the following action items from the prior meeting: (a) BGC to prepare a recommended slate of Board leadership and Board Committee membership and leadership for Board approval at the Annual General Meeting; (b) BGC to recommend the establishment of a Board Strategic Planning Committee; and (c) BGC to assess whether any revisions needs to be made to the Board Caucus on International Governmental Organization. The BGC Chair noted that the first two action items will be addressed during today's meeting. With respect to the third action item, the BGC Chair reported that the relevant BGC and org members have assessed and determined that the Board Caucus on International Governmental Organization will remain intact.
  3. Recommendation re Creation of Strategic Planning Committee – The BGC discussed the proposal to evolve the Board Strategic Planning Working Group/Caucus into a Board Committee on Strategic Planning. The Committee reviewed a proposed charter for the Board Strategic Planning Committee (SPC). The purpose of the SPC would be: (a) supporting the Board in identifying the strategic priorities facing the Board, ICANN org and community and making sure the Board is addressing those priorities; and (b) leading the strategic planning process for ICANN on behalf of the Board, including development and implementation of a review process for adjusting the current strategic plan should the need arise. The purpose of the SPC is not to take away or supersede the work of any other Board Committees, but rather to ensure that the Board, Board Committees, ICANN org, and the community are all moving forward in terms of meeting the strategic objectives in the Strategic Plan. The BGC discussed the SPC membership as it was proposed that it have members from the Finance, Risk, and Governance and Organizational Effectiveness Committees to ensure that there all committees that are involved in planning work across the Board are represented on the SPC. The BGC agreed that the SPC membership should consist of at a minimum three Board members and that there would not be an upper limit. The BGC approved a recommendation to the Board to approve the establishment of the SPC and the proposed SPC charter. The BGC further approved a recommendation to the Board for membership if the Board establishes the SPC.

    • Action: ICANN org to prepare the relevant Board materials.
  4. Recommendation on Committee Membership and Leadership and Board Leadership – The Committee approved a recommendation to the Board to approve the slate for Board leadership and Board Committee membership and leadership based upon Board member preferences and the BGC's slating discussions.

    • Action: ICANN org to prepare the relevant Board materials.
  5. Sunsetting RDS Working Group/Caucus The BGC discussed and agreed that the RDS Working Group should be sunsetted because the majority of the work for the working group has been completed. The BGC noted that the working group's work relating to Whois issues will be moved under the Board Caucus on General Data Protection Regulation/Expedited Policy Development Process.
  6. Review of Board Working Groups and Caucuses – The BGC completed its review and suggestions of Sponsoring Committees for each of the Board Working Groups and Caucuses. The BGC asked ICANN org to send the list of Board Working Groups and Caucuses, along with the BGC's suggestions of potential sponsoring Board Committees for those groups, to the relevant Committees for their input.

    • Actions:

      • ICANN org to update the tracking spreadsheet of existing Board Working Groups and Caucuses with the BGC's input from today's meeting.
      • ICANN org to send the list of Board Working Groups and Caucuses to the Board Committees that have been identified as potential sponsoring Committees for their input.
  7. Board Self-Evaluation Results – The BGC Chair reviewed the results of the Board Self-Evaluation Survey for 2020 as compared to the results from 2016 and 2018. The questions and answers were placed into the following categories: culture, effectiveness, ethics, and role. The BGC Chair noted that the dataset varied from year to year as not the same Board members took the survey for all three years and a few of the questions varied from year to year. The BGC discussed the overall results, including what areas were positive and which areas could use improvement. The BGC discussed key takeaways and proposed recommendations for the Board's consideration, which is the next step.

    • Actions: BGC Chair to coordinate an informational session with the full Board on this matter.

Published on 3 November 2020