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Board Governance Committee (BGC) Minutes 12 January 2010

BGC Attendees: Dennis Jennings – chair; Rita Rodin Johnston, Ram Mohan, and Raymond Plzak

Staff Attendees: Rod Beckstrom – ICANN President and CEO, John Jeffrey – ICANN General Counsel; Samantha Eisner, Diane Schroeder, and Amy Stathos

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

  1. Discussed and approved minutes from prior meeting.
  2. Discussed process for making recommendation to the Board that the CEO be directed to have staff undertake additional work, research and analysis as appropriate to provide briefing to the Board to allow for formal consideration of the issue of remuneration of the Chair of the Board.
    • Action:
      • Staff to revise and circulate to the BGC a proposed resolution for presentation to the Board of Directors.
  3. Discussed revisions needed for Committee Standard Operating Procedures, including enhancing transition between old and new committee membership and the assignment of staff to support committee work.
    • Action:
      • Staff to revise Committee Standard Operating Procedures to address BGC members comments.
  4. Reviewed the BGC Charter and discussed need to address BGC work in assisting other Board committees in enhancing performance.
    • Action:
      • Staff to revised BGC Charter to reflect BGC member comments.
  5. Discussed the BGC work plan.
    • Actions:
      • Staff to work with Chair to provide information on guidelines for BGC self-assessment.
      • Staff to prepare a legend for document.
      • Staff to add the creation of a historical knowledge base to work plan.
  6. Discussed proposed draft of the Board Executive Committee Charter. The BGC discussed that while many companies do not require Executive Committees to have a charter, it could be helpful within ICANN to have a document clearly stating the scope Executive Committee’s powers. BGC members raised questions on appropriate placement for enumerated powers, as well as the need to have a dissolution clause within every Board committee charter.
    • Action:
      • Staff to revise proposed Charter to address BGC member comments.
  7. Discussed proposed processes for the Board’s establishment of working groups, including selection of chairs, expectations for the roles of chairs and co-chairs, establishment of terms of reference and setting out expected deliverables, deadlines, an expectation for interim reporting to the Board, and the need to set a defined time for the existence of a working group.
    • Action:
      • Staff to revise the working group process document to reflect BGC member comments.
  8. Received update from staff on the work for identifying a uniform package of software necessary for the performance of Board member responsibilities.
    • Action:
      • BGC members to review the proposed list of software and provide further comments in time to reach a final recommendation in March.
  9. Discussed the framework provided by BGC member regarding the creation of training programs.
    • Action:
      • Staff to prepare draft of overall statement of goals for the Board training program.
      • Staff to work with member of BGC to use the framework provided to develop a Board-specific training program.
  10. Received request from President to consider issues regarding Board travel to non-ICANN meetings.
    • Action:
      • Staff to place issue on work plan for future BGC meeting.