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Minutes | Board Governance Committee (BGC) Meeting 13 February 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, and Avri Doria

ICANN Org Attendees: Franco Carrasco (Board Operations Specialist), John Jeffery (General Counsel & Secretary), Vinciane Koenigsfeld (Senior Director, Board Operations), Jennifer Scott (Senior Counsel), and Amy Stathos (Deputy General Counsel)

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

  1. Review of Prior Action Items – The BGC reviewed items it has already completed, which included the BGC's proposed responses to questions from the Nominating Committee (NomCom) Review Implementation Working Group (RIWG) related to the recent recommendations resulting from the NomCom Review – which have been sent to the Board for review – and the proposed suggestions identifying which Board Committees may be best suited to have oversight responsibility for each of the strategic goals set forth in the Strategic Plan – which will be sent to the Committee Chairs for consideration.
  2. Review of Board Member Conflicts of Interest – The BGC discussed its role with respect to annually reviewing the Board members' conflicts of interest disclosures. It was made clear that it is the responsibility of each individual Board member to disclose his/her conflict(s), as each is best suited to understand if there is a conflict in a given circumstance. Nevertheless, the BGC is tasked with reviewing all Board members' annual disclosure statements and discuss the nature of those disclosures. The BGC discussed that the committee members should be aware of all Board members' disclosures so that they have the opportunity to help each other realize when conflicts exist and when they should be identified. Following the BGC's annual review of a summary of Board members' statements of interests, the committee identified some suggested updates to some individual Board members' disclosures. The BGC also discussed generally the process for when and how a conflict may be raised during the course of Board discussions and activities.

    • Actions:

      • ICANN org to send new disclosure forms to certain individual Board members to complete in light of identified changes to statements of interest.
      • ICANN org to incorporate any new information disclosed into the summary of statements of interest to be publicly posted.
  3. Working Groups, Caucuses and Board Liaisons to Community Groups – The BGC intends to continue discussion of modifications to the existing document on Board Working Groups, Board Caucuses and Board Liaisons to Community Groups at the BGC's next meeting.
  4. Board Leadership Selection Process Review – The BGC intends to continue discussion of suggested modifications to the "Practice for Board Engagement in Developing Slate for Board Leadership Selection" (Board Leadership Selection Practice) document at the BGC's next meeting.
  5. Review of ATRT3 Report – The BGC intends to discuss the draft report of the Third Accountability and Transparency Review Team (ATRT3) at the BGC's next meeting.

Published on 02 March 2020