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Minutes | Board Governance Committee (BGC) Meeting 11 December 2020

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

Other Board Member Attendees: Maarten Botterman, Avri Doria, Lito Ibarra, and Göran Marby

ICANN Org Attendees: Franco Carrasco (Board Operations Specialist), John Jeffrey (General Counsel and Secretary), Vinciane Koenigsfeld (Senior Director, Board Operations), Liz Le (Associate General Counsel), Wendy Profit (Board Operations Senior Manager), and Amy Stathos (Deputy General Counsel)

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 welcomed the new BGC member and reviewed the meeting agenda. Ron da Silva requested that the Board Skillsets Guidance to the Nominating Committee and the Five Question Survey for Publication to the Board-member Selecting Bodies be added to the agenda. The Chair added Sponsoring Committee Suggestions to AOB.
  2. Review of Prior Action Items – The BGC Chair recapped the following action items from the prior meeting: (a) BGC Chair and Board Strategic Planning Committee Chair to align on coordinating resolving potential overlap of the Board priorities and their associated deliverables; (b) ICANN org to revise the BGC charter and workplan to reflect discussions during meeting; (c) Ron da Silva to coordinate with ICANN org to circulate the draft Board Skillsets Guidance to the NomCom to the full board for input on whether there any changes needed to better align with needs of full Board; (d) encourage BGC members to have bilateral engagements with NomCom appointed Board members to get a sense of the Board role that was described to them and what the Board role was in effect once they are on the Board, and apply the input to the Board Skillsets Guidance to the NomCom; and (e) BGC members to review the proposed revisions to the Board Committee and Leadership Selection Procedure and provide their input online for reconciliation at the next BGC meeting. Items a, b, c, and d have been completed. Item e has not been completed, and is on today's meeting agenda.
  3. Annual Review of Board Member Conflicts of Interest Disclosure StatementsThe BGC reviewed the Board members' annual Conflicts of Disclosure statements, a summary of which will be published on the ICANN website.
    • Actions: ICANN org to circulate the summary of Board members' statements of interest to Board members for approval and then publication.
  4. Recommendations of Second Board Liaison to EPDP Working GroupThe Committee noted that there is a vacancy in the role of the second Board Liaison to the EPDP Working Group with the departure of Chris Disspain from the Board. The BGC discussed and agreed that the vacancy will be filled by Mathew Shears, with León Sánchez as an alternate for both Board Liaisons to the EPDP Working Group.
  5. Discussion re Written Five Question Survey for Publication to the Board-member Selecting BodiesThe BGC noted that the survey was last evaluated and updated following consultation the Nominating Committee (NomCom) in 2018. The BGC agreed to consult with the NomCom on whether some revisions to the survey are needed.
    • Action(s): Ron da Silva to send survey along with a cover note to the NomCom.
  6. Board Skillsets Guidance to the Nominating CommitteeThe Committee discussed some additional suggested revisions to the Board Skillsets Guidance to the NomCom document since the last meeting. 
    • Action(s): Ron da Silva, in conjunction with ICANN org, to further revise and finalize the Board Skillsets Guidance to NomCom document to capture the issues raised before and discussed during the meeting.
  7. Board Working Group on Internationalized Domain Names (IDN) and Universal Acceptance (UA)– The BGC discussed the proposed changes to the name and scope of the Board Working Group on IDNs to include reference to UA related work The BGC agreed to continue its discussion on this at its next meeting.

Published on 20 January 2021