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Board Governance Committee (BGC) Minutes 15 August 2011

BGC Attendees: Bill Graham, Ram Mohan, Ray Plzak, and Bruce Tonkin – Chair

Apologies: Cherine Chalaby

Other Board Attendees: Steve Crocker and Chris Disspain

Staff Attendees: Akram Atallah – Chief Operating Officer; John Jeffrey – General Counsel and Secretary; Diane Schroeder, and Amy Stathos

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

  1. Reconsideration Request 11-1 – Staff provided a report on Reconsideration Request 11-1, seeking the transfer of a domain name.  The BGC agreed to recommend to the Board that the Reconsideration Request be denied.

    • Action:

      • Staff to forward BGC Recommendation to Board for consideration and complete posting of Reconsideration Request materials.

  2. DNS Security Framework Working Group – Received update from BGC members on the work to comprise a recommended composition for the working group and discussed desired qualifications to complete the composition work.

    • Action:

      • BGC members to complete composition work and chartering for BGC review in September.

  3. ATRT Recommendation 5: Board Remuneration – Staff provided an update on the items needed for the Board to move forward with consideration of this issue, including proposed changes to the Board’s Conflicts of Interest Policy and the Bylaws, each requiring public comment.  The BGC agreed to recommend to the Board a vendor to serve as the independent valuation expert to perform the required analysis.  The BGC also agreed to recommend that the Board authorize proposed changes to the Conflicts of Interest Policy and the Bylaws to be posted for public comment.  The recommended process would allow for the independent valuation expert’s findings to be posted, with the potential final Board action on this item in December 2011, if feasible.

    • Action:

      • Staff to forward BGC recommendation to the Board for approval.

  4. Expressions of Interest for Nominating Committee Chair – The BGC discussed the expressions of interest received to serve as the Chair of the Nominating Committee.  The BGC agreed to host interviews with four candidates, open to the Board.

    • Action:

      • Staff to schedule interviews with the identified candidates.

      • BGC Chair to notify the Board of this process, and solicit questions for the interviews.

  5. Ethics and Conflicts of Interest – The BGC began a discussion on the issues surrounding Board and staff ethics issues.  The BGC discussed that as a private sector organization, ICANN is limited in its ability to place restrictions on future employment, though there are many things that ICANN can do to address these concerns, such as continued strict adherence and enforcement of confidentiality provisions.  The BGC noted that the conflicts/ethics discussion has been going on within ICANN prior to the approval of the new gTLD program.  The BGC agreed that community discussion should occur in Dakar about this issue.

    • Action:

      • Staff to draft proposed guidelines for Board members and staff members, to provide additional information and guidance through the use of examples, for BGC consideration at its September workshop, in preparation for community discussion in October.

  6. Committee Participation – The BGC Chair requested that members provide feedback over email regarding observer participation on committees.